UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December 31, 2021~~June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-36437

Dorian LPG Ltd.

(Exact name of registrant as specified in its charter)


Marshall Islands		66-0818228
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
c/o Dorian LPG (USA) LLC
27 Signal Road, Stamford, CT		06902
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (203) 674-9900

Former name, former address and former fiscal year, if changed since last report: Not Applicable

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share	LPG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐
Smaller reporting company ☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of ~~January 31,~~July 29, 2022, there were ~~40,138,956~~40,136,600 shares of the registrant’s common stock outstanding.

Table of Contents

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), including analyses and other information based on forecasts of future results and estimates of amounts not yet determinable and statements relating to our future prospects, developments and business strategies. Such forward-looking statements are intended to be covered by the safe harbor provided for under the sections referenced in the immediately preceding sentence and the PSLRA. Forward-looking statements are generally identified by their use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “might,” “pending,” “plan,” “possible,” “potential,” “predict,” “project,” “seeks,” “should,” “targets,” “will,” “would,” and similar terms and phrases, including references to assumptions. Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual future activities and results of operations to differ materially from future results expressed, projected, or implied by those forward-looking statements in this quarterly report.

These risks include the risks that are identified in the “Risk Factors” section of this quarterly report and of our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2021,~~2022, and also include, among others, risks associated with the following:

●

our future operating or financial results;

●

our business strategies, including with respect to acquisitions and chartering, and expected capital spending or operating expenses, as well as any difficulty we may have in managing planned growth properly;

●

shipping trends, including changes in charter rates applicable to alternative propulsion technologies, ~~scrubber~~exhaust gas cleaning system (commonly referred to as a “scrubber”) equipped and non-scrubber equipped vessels, scrapping rates and vessel and other asset values;

●

changes in trading patterns that impact tonnage requirements;

●

compliance with laws, treaties, rules, regulations and policies (including amendments or other changes thereto) applicable to the liquefied petroleum gas, or LPG, shipping industry, including, without limitation, legislation adopted by international organizations such as the International Maritime Organization and the European Union or by individual countries, as well as the impact and costs of our compliance with, and the potential of liability under, such laws, treaties, rules, regulations and policies;

●

~~the timing, cost~~investors’, banks’, counterparties’ and ~~prospects of purchasing, installing and operating exhaust gas cleaning systems (commonly referred to as “scrubbers”) to reduce sulfur emissions on certain of our vessels;~~

●

~~charterers’~~other stakeholders’ increasing emphasis on environmental and safety concerns and ~~investors’~~ increasing scrutiny and changing expectations with respect to public company Environmental, Social and Governance ~~policies;~~(ESG) policies and costs related to compliance with ESG measures;

●

general economic conditions and specific economic conditions in the oil and natural gas industry and the countries and regions where LPG is produced and ~~consumed;~~consumed, including the impact of overall inflation and rising interest rates on demand for LPG;

●

completion of infrastructure projects to support marine transportation of LPG, including export terminals and pipelines;

●

factors affecting supply of and demand for LPG including propane, butane, isobutane, propylene and mixtures of these gases, LPG shipping, and LPG vessels, including, among other things: the production levels, price and worldwide consumption and storage of oil, refined petroleum products and natural gas, including production from United States shale fields; any oversupply of or limited demand for LPG vessels comparable to ours or higher specification vessels; trade conflicts and the imposition of tariffs or otherwise on LPG ~~or LPG products~~ resulting from domestic and international political and geopolitical conditions, including the

Table of Contents

~~political~~ongoing conflict between Russia and ~~geopolitical conditions;~~Ukraine; and shifts in consumer demand from LPG towards other energy sources;

●

any decrease in the value of the charter-free market values of our vessels or reduction in our charter hire rates and profitability associated with such vessels as a result of increase in the supply of or decrease in the demand for LPG, LPG shipping or LPG vessels;

●

business disruptions, including supply chain issues, due to natural or other disasters, or otherwise;

●

greater than anticipated levels of LPG vessel newbuilding orders or lower than anticipated rates of LPG vessel scrapping;

●

the aging of the Company’s fleet which could result in increased operating costs, impairment or loss of hire;

●

our ability to profitably employ our vessels, including vessels participating in the Helios Pool (defined below);

●

unavailability of spot charters and the volatility of prevailing spot market charter rates, which may affect our ability to realize the expected benefits from our time chartered-in vessels, including those in the Helios Pool;

●

failure of our charterers or other counterparties to meet their obligations under our charter agreements;

●

shareholders’ reliance on us to enforce our rights against contract counterparties;

●

competition in the LPG shipping industry, including our ability to compete successfully for future chartering opportunities and newbuilding opportunities (if any);

●

future purchase prices of newbuildings and secondhand vessels and timely deliveries of such vessels (if any) and, relatedly, the risks associated with the purchase of second-hand vessels;

●

the performance of the Helios Pool, including the failure of its significant customers to perform their obligations and the loss or reduction in business from its significant customers (or if the same were to occur with respect to our significant customers);

●

the availability of (and our ability to obtain such) financing and ~~refinancing~~capital to refinance existing indebtedness and to fund capital expenditures, acquisitions and other general corporate purposes, the terms of such financing or capital and our ability to comply with the restrictions and other covenants set forth in our existing and future debt agreements and financing arrangements (and our ability to repay or refinance our existing debt and settling of interest rate swaps, if any);

●

our costs, including crew wages, insurance, provisions, repairs and maintenance, general and administrative expenses, drydocking, and bunker prices, as applicable;

●

any inability to retain and recruit qualified key executives, key employees, key consultants or skilled workers and, relatedly, our dependence on key personnel and the availability of skilled workers, and the related labor ~~costs;~~costs, including as a result of the ongoing conflict between Russia and Ukraine;

●

the potential difference in interests between or among certain of our directors, officers, key executives and shareholders;

Table of Contents

●

quality and efficiency requirements from customers and developments regarding the technologies relating to oil exploration and the effects of and our ability to implement new products and new technology available in our industry, including with respect to equipment propulsion and overall vessel ~~efficiency;~~efficiency, including the reduction of traditional emissions;

~~Table of Contents~~

●

potential changes in regulation that would require the installation of Engine Power Limitation (EPL) systems on our vessels to reduce fuel use and carbon emissions, and increase the level of energy ~~efficiency;~~efficiency or, more generally, changes in global regional, and local regulatory requirements in respect of decarbonization, which could affect fuel cost, vessel speeds, or trading areas and could impose costs on certain air emissions;

●

operating hazards in the maritime transportation industry, and catastrophic events, including accidents, political events, public health threats (including the outbreak of communicable diseases), international hostilities and instability, armed conflict, piracy, attacks on vessels or other petroleum-related infrastructures and acts by terrorists, which may cause potential disruption of shipping routes;

●

the length and severity of the ongoing coronavirus ~~outbreak~~pandemic (COVID-19), including its impact on the demand for commercial seaborne transportation of LPG and the condition of financial markets and the potential knock-on impacts to our global operations;

●

the adequacy of our insurance coverage in the event of a catastrophic event;

●

the failure to protect our information systems against security breaches, or the failure or unavailability of these systems for a significant period;

●

the arresting or attachment of one or more of our vessels by maritime claimants;

●

compliance with and changes to governmental, tax, environmental and safety laws and regulations, which may add to our costs or the costs of our customers;

●

fluctuations in currencies, interest rates and ~~interest~~foreign exchange rates, and the impact of the discontinuance of the London Interbank Offered Rate for ~~U.S.~~US Dollars ~~or LIBOR,~~(“LIBOR”) after June 30, 2023 on any of our debt referencing LIBOR in the interest ~~rate;~~rate or any impacts from the use of the Secured Overnight Financing Rate (“SOFR”) or such other benchmarks as we may be required to use;

●

compliance with the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, or other applicable regulations relating to bribery;

●

the volatility of the price of shares of our common stock (our “common shares”) and future sales of our common shares;

●

our incorporation under the laws of the Republic of the Marshall Islands and the different rights to relief that may be available compared to other countries, including the United States;

●

congestion at or blockages of ports or canals;

●

any developments in the existing Panama Canal transportation structure as a result of the study announced by the Panamanian government and Energy Transfer LP to analyze the prospects of building an LPG pipeline, potentially running beside the existing Panama Canal and linking the Atlantic Ocean with the Pacific Ocean;

●

if we are required to pay tax on U.S. source income;

●

if we are treated as a “passive foreign investment company”; and

Table of Contents

●

other factors detailed in this report and from time to time in our periodic reports.

Actual results could differ materially from expectations expressed in the forward-looking statements ~~in this quarterly report~~ if one or more of the underlying assumptions or expectations proves to be inaccurate or is not realized. You should thoroughly read this ~~quarterly~~ report with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this ~~quarterly~~ report include additional factors that could

~~Table of Contents~~

adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the forward-looking statements by these cautionary statements.

We caution readers of this ~~quarterly~~ report not to place undue reliance on forward-looking statements. Any forward-looking statements contained herein are made only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

As used in this quarterly report and unless otherwise indicated, references to “Dorian,” the “Company,” “we,” “our,” “us,” or similar terms refer to Dorian LPG Ltd. and its subsidiaries.

Table of Contents

Dorian LPG Ltd.

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION

ITEM 1.		FINANCIAL STATEMENTS
		Unaudited Condensed Consolidated Balance Sheets as of ~~December 31, 2021~~June 30, 2022 and March 31, ~~2021~~2022	1
		Unaudited Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2022 and June 30, 2021 ~~and December 31, 2020~~	2
		Unaudited Condensed Consolidated Statements of Shareholders' Equity for the ~~nine~~three months ended ~~December 31,~~June 30, 2022 and June 30, 2021 ~~and December 31, 2020~~	3
		Unaudited Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~December 31,~~June 30, 2022 and June 30, 2021 ~~and December 31, 2020~~	4
		Notes to Unaudited Condensed Consolidated Financial Statements	5

ITEM 2.		MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3231
ITEM 4.		CONTROLS AND PROCEDURES	3231


PART II.	OTHER INFORMATION

ITEM 1.		LEGAL PROCEEDINGS	3332
ITEM 1A.		RISK FACTORS	3332
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3332
ITEM 6.		EXHIBITS	3332

EXHIBIT INDEX			3433
SIGNATURES			3534

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Dorian LPG Ltd.

Unaudited Condensed Consolidated Balance Sheets

(Expressed in United States Dollars, except for share data)


	As of		As of		As of		As of
	December 31, 2021		March 31, 2021		June 30, 2022		March 31, 2022
Assets
Current assets
Cash and cash equivalents	$	115,807,905	$	79,330,007	$	155,518,158	$	236,758,927
Restricted cash—current		—		5,315,951
Trade receivables, net and accrued revenues		—		202,221		1,517,245		853,060
Due from related parties		47,487,533		56,191,375		60,936,121		57,782,831
Inventories		2,361,139		2,007,464		2,189,564		2,266,351
Vessel held for sale		43,417,348		—
Prepaid expenses and other current assets		8,384,018		10,296,229		10,073,850		10,232,083
Total current assets		217,457,943		153,343,247		230,234,938		307,893,252
Fixed assets
Vessels, net		1,252,405,737		1,377,028,255		1,223,273,413		1,238,061,690
Vessels under construction		16,167,470		—
Vessel under construction						24,882,121		16,401,532
Other fixed assets, net		84,799		148,836		93,664		54,101
Total fixed assets		1,268,658,006		1,377,177,091		1,248,249,198		1,254,517,323
Other non-current assets
Deferred charges, net		10,537,511		10,158,202		9,139,814		9,839,000
Derivative instruments						8,966,713		6,512,479
Due from related parties—non-current		20,900,000		23,100,000		19,800,000		19,800,000
Restricted cash—non-current		78,946		81,241		73,727		77,987
Operating lease right-of-use assets		10,517,796		17,672,227		6,410,060		8,087,014
Other non-current assets		94,580		82,837		574,078		635,038
Total assets	$	1,528,244,782	$	1,581,614,845	$	1,523,448,528	$	1,607,362,093
Liabilities and shareholders’ equity
Current liabilities
Trade accounts payable	$	9,271,885	$	9,831,328	$	7,927,555	$	9,541,131
Accrued expenses		3,906,423		8,765,264		5,053,515		3,801,448
Due to related parties		360,682		117,803		31,535		37,433
Deferred income		1,628,133		853,983		3,604		813,967
Derivative instruments		205,869		1,100,529
Current portion of long-term operating lease liabilities		9,704,781		9,591,447		5,785,527		8,073,364
Current portion of long-term debt		69,530,028		51,820,283		51,929,438		72,075,571
Dividends payable		247,090		—		919,643		494,180
Total current liabilities		94,854,891		82,080,637		71,650,817		94,837,094
Long-term liabilities
Long-term debt—net of current portion and deferred financing fees		506,737,795		539,651,761		605,106,749		590,687,387
Long-term operating lease liabilities		802,793		8,080,995		622,769		—
Derivative instruments		144,057		3,454,862
Other long-term liabilities		1,514,183		1,521,260		1,718,858		1,686,197
Total long-term liabilities		509,198,828		552,708,878		607,448,376		592,373,584
Total liabilities		604,053,719		634,789,515		679,099,193		687,210,678
Commitments and contingencies
Shareholders’ equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, NaN issued nor outstanding		—		—		—		—
Common stock, $0.01 par value, 450,000,000 shares authorized, 51,275,609 and 51,071,409 shares issued, 40,138,956 and 41,493,275 shares outstanding (net of treasury stock), as of December 31, 2021 and March 31, 2021, respectively		512,757		510,715
Common stock, $0.01 par value, 450,000,000 shares authorized, 51,337,445 and 51,321,695 shares issued, 40,136,600 and 40,185,042 shares outstanding (net of treasury stock), as of June 30, 2022 and March 31, 2022, respectively						513,375		513,217
Additional paid-in-capital		759,390,376		756,776,217		760,764,708		760,105,994
Treasury stock, at cost; 11,136,653 and 9,578,134 shares as of December 31, 2021 and March 31, 2021, respectively		(121,226,936)		(99,862,114)
Treasury stock, at cost; 11,200,845 and 11,136,653 shares as of June 30, 2022 and March 31, 2022, respectively						(122,198,003)		(121,226,936)
Retained earnings		285,514,866		289,400,512		205,269,255		280,759,140
Total shareholders’ equity		924,191,063		946,825,330		844,349,335		920,151,415
Total liabilities and shareholders’ equity	$	1,528,244,782	$	1,581,614,845	$	1,523,448,528	$	1,607,362,093

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Table of Contents

Dorian LPG Ltd.

Unaudited Condensed Consolidated Statements of Operations

(Expressed in United States Dollars)


	Three months ended				Nine months ended				Three months ended
	December 31, 2021		December 31, 2020		December 31, 2021		December 31, 2020		June 30, 2022		June 30, 2021
Revenues
Net pool revenues—related party	$	62,856,243	$	82,659,967	$	174,739,894	$	199,312,944	$	70,171,001	$	55,162,246
Time charter revenues		5,301,134		4,665,664		15,915,876		13,928,732		6,241,915		5,346,139
Other revenues, net		442,405		1,153,393		3,981,608		3,112,949		410,806		2,442,353
Total revenues		68,599,782		88,479,024		194,637,378		216,354,625		76,823,722		62,950,738
Expenses
Voyage expenses		779,746		752,404		3,200,751		2,426,518		775,545		1,356,392
Charter hire expenses		4,917,012		4,392,132		10,829,050		13,626,580		5,402,145		3,508,070
Vessel operating expenses		18,205,762		19,202,291		56,916,054		58,027,558		17,067,913		20,281,554
Depreciation and amortization		16,859,224		17,253,447		50,771,237		51,346,574		15,809,778		17,142,915
General and administrative expenses		5,867,454		5,548,526		23,257,989		22,764,312		9,413,139		8,038,807
Total expenses		46,629,198		47,148,800		144,975,081		148,191,542		48,468,520		50,327,738
Gain on disposal of vessel		—		—		3,466,210		—
Other income—related parties		580,388		545,311		1,793,663		1,646,014		591,802		632,888
Operating income		22,550,972		41,875,535		54,922,170		69,809,097		28,947,004		13,255,888
Other income/(expenses)
Interest and finance costs		(7,412,231)		(6,087,193)		(18,619,712)		(21,839,573)		(7,958,554)		(5,649,774)
Interest income		53,792		53,197		279,195		269,381		408,278		186,299
Unrealized gain on derivatives		3,056,741		479,534		4,205,465		3,952,414		2,454,234		433,726
Realized loss on derivatives		(895,782)		(760,991)		(2,714,337)		(3,696,915)		(50,384)		(903,718)
Other gain/(loss), net		(772,607)		265,182		(1,520,993)		36,815		1,047,142		(1,453,321)
Total other income/(expenses), net		(5,970,087)		(6,050,271)		(18,370,382)		(21,277,878)		(4,099,284)		(7,386,788)
Net income	$	16,580,885	$	35,825,264	$	36,551,788	$	48,531,219	$	24,847,720	$	5,869,100

Weighted average shares outstanding:
Basic		39,890,674		50,255,908		40,305,902		50,511,473		39,898,485		40,944,845
Diluted		40,025,399		50,368,392		40,460,665		50,605,985		40,124,705		41,165,138

Earnings per common share—basic	$	0.42	$	0.71	$	0.91	$	0.96	$	0.62	$	0.14
Earnings per common share—diluted	$	0.41	$	0.71	$	0.90	$	0.96	$	0.62	$	0.14

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Table of Contents

Dorian LPG Ltd.

Unaudited Condensed Consolidated Statements of Shareholders’ Equity

(Expressed in United States Dollars, except for number of shares)


	Number of					Additional
	common	Common		Treasury		paid-in		Retained
	shares	stock		stock		capital		Earnings		Total
Balance, April 1, 2020	59,083,290	$	590,833	$	(87,183,865)	$	866,809,371	$	196,835,859	$	977,052,198
Net income for the period	—		—		—		—		12,168,005		12,168,005
Restricted share award issuances	351,629		3,516		—		(3,516)		—		—
Stock-based compensation	—		—		—		1,930,902		—		1,930,902
Purchase of treasury stock	—		—		(1,198,214)		—		—		(1,198,214)
Balance, June 30, 2020	59,434,919	$	594,349	$	(88,382,079)	$	868,736,757	$	209,003,864	$	989,952,891
Net income for the period	—		—		—		—		537,950		537,950
Restricted share award issuances	15,100		151		—		(151)		—		—
Stock-based compensation	—		—		—		406,721		—		406,721
Purchase of treasury stock	—		—		(1,306,388)		—		—		(1,306,388)
Balance, September 30, 2020	59,450,019	$	594,500	$	(89,688,467)	$	869,143,327	$	209,541,814	$	989,591,174
Net income for the period	—		—		—		—		35,825,264		35,825,264
Restricted share award issuances	15,105		151		—		(151)		—		—
Stock-based compensation	—		—		—		530,068		—		530,068
Purchase of treasury stock	—		—		(10,173,647)		—		—		(10,173,647)
Balance, December 31, 2020	59,465,124	$	594,651	$	(99,862,114)	$	869,673,244	$	245,367,078	$	1,015,772,859

	Number of					Additional						Number of						Additional
	common	Common		Treasury		paid-in		Retained				common	Common			Treasury		paid-in		Retained
	shares	stock		stock		capital		Earnings		Total		shares	stock			stock		capital		Earnings		Total
Balance, April 1, 2021	51,071,409	$	510,715	$	(99,862,114)	$	756,776,217	$	289,400,512	$	946,825,330	51,071,409	$	510,715		$	(99,862,114)	$	756,776,217	$	289,400,512	$	946,825,330
Net income for the period	—		—		—		—		5,869,100		5,869,100	—		—			—		—		5,869,100		5,869,100
Restricted share award issuances	15,800		158		—		(158)		—		—	15,800		158	��		—		(158)		—		—
Stock-based compensation	—		—		—		647,124		—		647,124	—		—			—		647,124		—		647,124
Purchase of treasury stock	—		—		(14,793,180)		—		—		(14,793,180)	—		—			(14,793,180)		—		—		(14,793,180)
Balance, June 30, 2021	51,087,209	$	510,873	$	(114,655,294)	$	757,423,183	$	295,269,612	$	938,548,374	51,087,209	$	510,873		$	(114,655,294)	$	757,423,183	$	295,269,612	$	938,548,374

												Number of						Additional
												common	Common			Treasury		paid-in		Retained
												shares	stock			stock		capital		Earnings		Total
Balance, April 1, 2022												51,321,695	$	513,217		$	(121,226,936)	$	760,105,994	$	280,759,140	$	920,151,415
Net income for the period	—		—		—		—		14,101,803		14,101,803	—		—			—		—		24,847,720		24,847,720
Restricted share award issuances	188,400		1,884		—		(1,884)		—		—	15,750		158			—		(158)		—		—
Dividend	—		—		—		—		(40,437,434)		(40,437,434)	—		—			—		—		(100,337,605)		(100,337,605)
Stock-based compensation	—		—		—		1,290,254		—		1,290,254	—		—			—		658,872		—		658,872
Purchase of treasury stock	—		—		(6,553,707)		—		—		(6,553,707)	—		—			(971,067)		—		—		(971,067)
Balance, September 30, 2021	51,275,609	$	512,757	$	(121,209,001)	$	758,711,553	$	268,933,981	$	906,949,290
Net income for the period	—		—		—		—		16,580,885		16,580,885
Stock-based compensation	—		—		—		678,823		—		678,823
Purchase of treasury stock	—		—		(17,935)		—		—		(17,935)
Balance, December 31, 2021	51,275,609	$	512,757	$	(121,226,936)	$	759,390,376	$	285,514,866	$	924,191,063
Balance, June 30, 2022												51,337,445	$	513,375		$	(122,198,003)	$	760,764,708	$	205,269,255	$	844,349,335

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Table of Contents

Dorian LPG Ltd.

Unaudited Condensed Consolidated Statements of Cash Flows

(Expressed in United States Dollars)



	Nine months ended				Three months ended
	December 31, 2021		December 31, 2020		June 30, 2022		June 30, 2021
Cash flows from operating activities:
Net income	$	36,551,788	$	48,531,219	$	24,847,720	$	5,869,100
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		50,771,237		51,346,574		15,809,778		17,142,915
Amortization of operating lease right-of-use assets		7,148,483		6,876,606		2,447,611		2,360,289
Amortization of financing costs		3,232,626		4,005,265		909,047		689,841
Unrealized gain on derivatives		(4,205,465)		(3,952,414)		(2,454,234)		(433,726)
Stock-based compensation expense		2,616,201		2,867,691		658,872		647,124
Gain on disposal of vessel		(3,466,210)		—
Unrealized foreign currency (gain)/loss, net		205,279		(236,303)		581,145		4,602
Other non-cash items, net		1,342,894		(411,380)		(1,532,311)		1,386,734
Changes in operating assets and liabilities
Trade receivables, net and accrued revenue		202,221		820,414		(664,185)		(90,832)
Prepaid expenses and other current assets		(960,151)		(1,755,118)		(693,019)		(1,309,965)
Due from related parties		10,148,374		(9,152,171)		(3,153,290)		13,704,299
Inventories		(408,693)		(134,090)		76,787		35,036
Other non-current assets		(11,743)		1,471,650		60,960		(886)
Operating lease liabilities—current and long-term		(7,158,734)		(6,877,479)		(2,421,271)		(2,363,734)
Trade accounts payable		(352,460)		(37,288)		(899,490)		1,140,387
Accrued expenses and other liabilities		(3,998,726)		(863,951)		532,888		675,379
Due to related parties		242,879		(183,387)		(5,898)		(78,780)
Payments for drydocking costs		(3,128,235)		(4,720,105)		(6,736)		(1,306,463)
Net cash provided by operating activities		88,771,565		87,595,733		34,094,374		38,071,320
Cash flows from investing activities:
Payments for vessels under construction and vessel capital expenditures		(22,225,882)		(9,301,455)
Payments for vessel under construction and vessel capital expenditures						(8,768,399)		(9,797,560)
Payments to acquire other fixed assets						(62,286)		—
Purchase of investment securities		(2,250,681)		(488,231)		—		(2,250,681)
Proceeds from sale of investment securities		3,742,429		—		2,003,458		—
Proceeds from maturity of short-term investments		—		15,000,000
Proceeds from disposal of vessel		43,283,021		—
Payments to acquire other fixed assets		—		(11,566)
Net cash provided by investing activities		22,548,887		5,198,748
Net cash used in investing activities						(6,827,227)		(12,048,241)
Cash flows from financing activities:
Proceeds from long-term debt borrowings		83,400,000		55,378,172		50,000,000		—
Repayment of long-term debt borrowings		(100,526,209)		(86,463,325)		(56,358,620)		(12,955,071)
Repurchase of common stock		(21,346,885)		(11,659,822)		(952,250)		(14,064,071)
Financing costs paid		(1,357,545)		(3,997,015)		(1,036,330)		(68,604)
Dividend paid		(40,210,344)		—
Dividends paid						(99,912,142)		—
Net cash used in financing activities		(80,040,983)		(46,741,990)		(108,259,342)		(27,087,746)
Effects of exchange rates on cash and cash equivalents		(119,817)		237,011		(252,834)		(9,723)
Net increase in cash, cash equivalents, and restricted cash		31,159,652		46,289,502
Net decrease in cash, cash equivalents, and restricted cash						(81,245,029)		(1,074,390)
Cash, cash equivalents, and restricted cash at the beginning of the period		84,727,199		87,389,127		236,836,914		84,727,199
Cash, cash equivalents, and restricted cash at the end of the period	$	115,886,851	$	133,678,629	$	155,591,885	$	83,652,809

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Table of Contents

Dorian LPG Ltd.

Notes to Unaudited Condensed Consolidated Financial Statements

(Expressed in United States Dollars)

1. Basis of Presentation and General Information

Dorian LPG Ltd. (“Dorian”) was incorporated on July 1, 2013 under the laws of the Republic of the Marshall Islands, is headquartered in the United States, and is engaged in the transportation of liquefied petroleum gas (“LPG”) worldwide. Specifically, Dorian and its subsidiaries (together “we”, “us”, “our”, or the “Company”) are focused on owning and operating very large gas carriers (“VLGCs”), each with a cargo carrying capacity of greater than 80,000 cbm, in the LPG shipping industry. As of ~~December 31, 2021,~~June 30, 2022, our fleet consists of NaN VLGCs, including 19 fuel-efficient 84,000 cbm ECO-design VLGCs (“ECO-VLGCs”), 21 82,000 cbm VLGCs and 2 time chartered-in ECO-VLGCs. As of ~~December 31, 2021,~~June 30, 2022, 13 of our ECO-VLGCs, including 1 of our time chartered-in ECO-VLGCs, are equipped with exhaust gas cleaning systems (commonly referred to as “scrubbers”) to reduce sulfur emissions. We provide in-house commercial management services for all of our vessels, including our vessels deployed in the Helios Pool (defined below), which may also receive commercial management services from Phoenix (defined below). Excluding our time chartered-in vessels, we provide in-house technical management services for all of our vessels, including our vessels deployed in the Helios Pool (defined below).

On April 1, 2015, Dorian and Phoenix Tankers Pte. Ltd. (“Phoenix”) began operations of Helios LPG Pool LLC (the “Helios Pool”), which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under variable rate time charters to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. Refer to Note 3 below for further description of the Helios Pool.

The unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and related Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, all adjustments, consisting of normal recurring items, necessary for a fair presentation of financial position, operating results and cash flows have been included in the unaudited interim condensed consolidated financial statements and related notes. The unaudited interim condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes for the year ended March 31, ~~2021~~2022 included in our Annual Report on Form 10-K filed with the SEC on June 2, ~~2021.~~2022.

Our interim results are subject to seasonal and other fluctuations, and the operating results for any quarter are therefore not necessarily indicative of results that may be otherwise expected for the entire year.

Table of Contents

Our subsidiaries as of ~~December 31, 2021,~~June 30, 2022, which are all wholly-owned and are incorporated in the Republic of the Marshall Islands (unless otherwise noted), are listed below.

Vessel Subsidiaries


	Type of				Type of
Subsidiary	vessel	Vessel’s name	Built	CBM⁽¹⁾	vessel	Vessel’s name	Built	CBM⁽¹⁾
CJNP LPG Transport LLC	VLGC	Captain John NP	2007	82,000	VLGC	Captain John NP	2007	82,000
CNML LPG Transport LLC	VLGC	Captain Nicholas ML	2008	82,000
Comet LPG Transport LLC	VLGC	Comet	2014	84,000	VLGC	Comet	2014	84,000
Corsair LPG Transport LLC	VLGC	Corsair⁽²⁾	2014	84,000	VLGC	Corsair⁽²⁾	2014	84,000
Corvette LPG Transport LLC	VLGC	Corvette⁽²⁾	2015	84,000	VLGC	Corvette⁽²⁾	2015	84,000
Dorian Shanghai LPG Transport LLC	VLGC	Cougar	2015	84,000	VLGC	Cougar⁽²⁾	2015	84,000
Concorde LPG Transport LLC	VLGC	Concorde⁽²⁾	2015	84,000	VLGC	Concorde⁽²⁾	2015	84,000
Dorian Houston LPG Transport LLC	VLGC	Cobra	2015	84,000	VLGC	Cobra	2015	84,000
Dorian Sao Paulo LPG Transport LLC	VLGC	Continental	2015	84,000	VLGC	Continental	2015	84,000
Dorian Ulsan LPG Transport LLC	VLGC	Constitution	2015	84,000	VLGC	Constitution	2015	84,000
Dorian Amsterdam LPG Transport LLC	VLGC	Commodore	2015	84,000	VLGC	Commodore	2015	84,000
Dorian Dubai LPG Transport LLC	VLGC	Cresques⁽²⁾	2015	84,000	VLGC	Cresques⁽²⁾	2015	84,000
Constellation LPG Transport LLC	VLGC	Constellation	2015	84,000	VLGC	Constellation	2015	84,000
Dorian Monaco LPG Transport LLC	VLGC	Cheyenne	2015	84,000	VLGC	Cheyenne	2015	84,000
Dorian Barcelona LPG Transport LLC	VLGC	Clermont	2015	84,000	VLGC	Clermont	2015	84,000
Dorian Geneva LPG Transport LLC	VLGC	Cratis	2015	84,000	VLGC	Cratis⁽²⁾	2015	84,000
Dorian Cape Town LPG Transport LLC	VLGC	Chaparral	2015	84,000	VLGC	Chaparral⁽²⁾	2015	84,000
Dorian Tokyo LPG Transport LLC	VLGC	Copernicus	2015	84,000	VLGC	Copernicus⁽²⁾	2015	84,000
Commander LPG Transport LLC	VLGC	Commander	2015	84,000	VLGC	Commander	2015	84,000
Dorian Explorer LPG Transport LLC	VLGC	Challenger	2015	84,000	VLGC	Challenger	2015	84,000
Dorian Exporter LPG Transport LLC	VLGC	Caravelle	2016	84,000	VLGC	Caravelle⁽²⁾	2016	84,000
Dorian Sakura LPG Transport LLC⁽³⁾	VLGC	Hull No. 1755	2023⁽⁴⁾	84,000	VLGC	Hull No. 1755	2023⁽⁴⁾	84,000

Management and Other Subsidiaries



Subsidiary
Dorian LPG Management Corp.
Dorian LPG (USA) LLC (incorporated in USA)
Dorian LPG (UK) Ltd. (incorporated in UK)
Dorian LPG Finance LLC
Occident River Trading Limited (incorporated in UK)
Dorian LPG (DK) ApS (incorporated in Denmark)
Dorian LPG Chartering LLC
Dorian LPG FFAS LLC
~~CMNL LPG Transport LLC~~

(1)	CBM: Cubic meters, a standard measure for LPG tanker capacity

(2)	Operated pursuant to a bareboat charter ~~agreement.~~agreement as of June 30, 2022. Refer to Note 87 below for further information.

(3)	Upon delivery, the applicable vessel will be operated pursuant to a bareboat charter agreement. Refer to Note 1615 below for further information.

(4)	The applicable vessel is expected to be delivered in calendar year 2023.

COVID-19

Since the beginning of calendar year 2020, the ~~outbreak of the~~ COVID-19 pandemic has negatively affected economic conditions, the supply chain, the labor market, the demand for certain shipped goods regionally as well as globally and has also negatively impacted and may ~~otherwise~~continue to impact our operations and the operations of our customers and suppliers. ~~Governments and governmental agencies have~~Measures taken ~~numerous actions in an attempt~~ to mitigate the spread of the COVID-19 virus, including travel bans, quarantines, and other emergency public health measures, and a number of countries implemented lockdown ~~measures. These~~ measures resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets. Though some of these measures were relaxed, certain governments may reinstate similar or other measures in the wake of the spread of the COVID-19 virus and its related variants. If the COVID-19 pandemic continues on a prolonged basis or becomes more severe, including as a resultThe global emergence of variants and subvariants of COVID-19, including the ~~adverse~~Delta and Omicron variant and subvariants such as BA.2 and BA.2.12.1 and more recently BA.4 and BA.5, has resulted in an increasing number of infections, including breakthrough infections in persons who have been vaccinated against the infection. The extent of COVID-19’s future impact on the global economy, ~~and~~ the shipping industry ~~may deteriorate~~ and ~~our operations and cash flows may be negatively impacted. The extent of COVID-19’s impact on~~ our financial and operational results, which could be material, will depend on the ~~duration and severity~~development of the pandemic, vaccination rates among the population, the effectiveness of COVID-19 vaccines

~~Table of Contents~~

against COVID-19 and its variants and ~~other governmental responses.~~subvariants, and the extent to which measures such as those referenced above are reinstituted. Any new uncertainties regarding the economic impact of the COVID-19 pandemic may likely to result in market turmoil, which could also negatively impact our business, financial condition and cash flows. Over the course of the pandemic, governments

Table of Contents

approved large stimulus packages to mitigate the effects of the sudden decline in economic activity caused by the pandemic; however, we cannot predict the extent to which these measures will be sufficient to continue to sustain the business and financial condition of companies in the shipping industry. WeTo date, we have experienced increases in crew wages and related costs, particularly in crew travel and medical costs, as a result of COVID-19.

2. Significant Accounting Policies

The same accounting policies have been followed in these unaudited interim condensed consolidated financial statements as those applied in the preparation of our consolidated audited financial statements for the year ended March 31, ~~2021~~2022 (refer to Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, ~~2021)~~2022).

Accounting Pronouncements Not Yet Adopted

In March 2020, the Financial Accounting Standards Board issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”).” ASU 2020-04 provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. This ASU is effective for adoption at any time between March 12, 2020 and December 31, 2022. We are currently evaluating the impact of this adoption on our consolidated financial statements and related disclosures.

3. Transactions with Related Parties

Dorian (Hellas), S.A.

Dorian (Hellas) S.A. (“DHSA”) formerly provided technical, crew, commercial management, insurance and accounting services to our vessels and had agreements to outsource certain of these services to Eagle Ocean Transport Inc. (“Eagle Ocean Transport”), which is 100% owned by Mr. John C. Hadjipateras, our Chairman, President and Chief Executive Officer.

Dorian LPG (USA) LLC and its subsidiaries entered into an agreement with DHSA, retroactive to July 2014 and superseding an agreement between Dorian LPG (UK) Ltd. and DHSA, for the provision by Dorian LPG (USA) LLC and its subsidiaries of certain chartering and marine operation services to DHSA, for which income was earned and included in “Other income-related parties” totaling less than $0.1 million for both the three months ended ~~December 31, 2021~~June 30, 2022 and ~~2020 and $0.1 million for both the nine months ended December 31, 2021 and 2020.~~2021.

As of ~~December 31, 2021,~~June 30, 2022, $1.0 million was due from DHSA and included in “Due from related parties” in the unaudited interim condensed consolidated balance sheets. As of March 31, ~~2021,~~2022, $1.0 million was due from DHSA and included in “Due from related parties” in the audited consolidated balance sheets.

Helios LPG Pool LLC

On April 1, 2015, Dorian and Phoenix began operations of the Helios Pool, which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under variable rate time charters to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. We hold a 50% interest in the Helios Pool as a joint venture with Phoenix and all significant rights and obligations are equally shared by both parties. All profits of the Helios Pool are distributed to the pool participants based on pool points assigned to each vessel as variable charter hire and, as a result, there are no profits available to the equity investors as a share of equity. We have determined that the Helios Pool is a variable interest entity as it does not have sufficient equity at risk. We do not consolidate the Helios Pool because we are not the primary beneficiary and do not have a controlling

~~Table of Contents~~

financial interest. In consideration of Accounting Standards Codification (“ASC”) 810-10-50-4e, the significant factors considered and judgments made in determining that the power to direct the activities of the Helios Pool that most significantly impact the entity’s economic performance are shared, in that all significant performance activities which relate to approval of pool policies and strategies related to pool customers and the marketing of the pool for the procurement

Table of Contents

of customers for the pool vessels, addition of new pool vessels and the pool cost management, require unanimous board consent from a board consisting of 2 members from each joint venture investor. Further, in accordance with the guidance in ASC 810-10-25-38D, the Company and Phoenix are not related parties as defined in ASC 850 nor are they de facto agents pursuant to ASC 810-10, the power over the significant activities of the Helios Pool is shared, and no party is the primary beneficiary in the Helios Pool, or has a controlling financial interest. As of ~~December 31, 2021,~~June 30, 2022, the Helios Pool operated NaN VLGCs, including ~~NaN~~20 vessels from our fleet (including 2 vessels time chartered-in from ~~related~~unrelated parties) and 3 Phoenix vessels.

As of ~~December 31, 2021,~~June 30, 2022, we had net receivables from the Helios Pool of ~~$67.0~~$79.6 million, including $23.1 million of working capital contributed for the operation of our vessels in the pool (of which $3.3 million was classified as current). As of March 31, 2022, we had net receivables from the Helios Pool of $76.5 million (net of an amount due to Helios Pool of ~~$0.3~~$0.1 million which is reflected under “Due to related Parties”), including $23.1 million of working capital contributed for the operation of our vessels in the pool (of which $2.2 million was classified as current). As of March 31, 2021, we had net receivables from the Helios Pool of $78.1 million (net of an amount due to Helios Pool of $0.1 million which is reflected under “Due to related Parties”), including $24.2 million of working capital contributed for the operation of our vessels in the pool (of which $1.1$3.3 million was classified as current). Our maximum exposure to losses from the pool as of ~~December 31, 2021~~June 30, 2022 is limited to the receivables from the pool. The Helios Pool does not have any third-party debt obligations. The Helios Pool has entered into commercial management agreements with each of Dorian LPG (UK) Ltd. and Phoenix ~~as commercial managers~~ and has appointed both ~~commercial managers~~ as the exclusive commercial managers of pool vessels. Dorian LPG (DK) ApS has assumed the responsibilities of Dorian LPG (UK) Ltd. under ~~these commercial management~~such agreements with the consolidation of our Copenhagen, Denmark and London, United Kingdom offices. Fees for ~~commercial management~~such services earned by Dorian LPG (DK) ApS are included in “Other income-related parties” in the unaudited interim condensed consolidated statement of operations and were $0.5 million for both the three months ended ~~December 31, 2021,~~June 30, 2022, and ~~2020, and $1.6 million and $1.5 million for the nine months ended December 31, 2021, and 2020, respectively.~~2021. Additionally, we receive a fixed reimbursement of expenses such as costs for security guards and war risk insurance for vessels operating in high risk areas from the Helios Pool, for which we earned ~~$0.4~~$0.3 million and ~~$0.9~~$0.6 million for the three months ended ~~December 31,~~June 30, 2022, and 2021, ~~and 2020, respectively, and $1.9 million and $2.9 million for the nine months ended December 31, 2021, and 2020,~~ respectively, and are included in “Other revenues, net” in the unaudited interim condensed consolidated statements of operations.

Through our vessel owning subsidiaries, we have chartered vessels to the Helios Pool during the ~~nine~~three months ended ~~December 31, 2021~~June 30, 2022 and ~~2020.~~2021. The time charter revenue from the Helios Pool is variable depending upon the net results of the pool, operating days and pool points for each vessel. The Helios Pool enters into voyage and time charters with external parties and receives freight and related revenue and, where applicable, incurs voyage costs such as bunkers, port costs and commissions. At the end of each month, the Helios Pool calculates net pool revenues using gross revenues, less voyage expenses of all pool vessels, less fixed time charter hire for any chartered-in vessels, less the general and administrative expenses of the pool as variable rate time charter hire for the relevant vessel to participants based on pool points (vessel attributes such as cargo carrying capacity, scrubber-equipped, fuel consumption, and speed are taken into consideration) and number of days the vessel participated in the pool in the period. Net pool revenues, less any amounts required for working capital of the Helios Pool, are distributed, to the extent they have been collected from third-party customers of the Helios Pool. We recognize net pool revenues on a monthly basis, when each relevant vessel has participated in the pool during the period and the amount of net pool revenues for the month can be estimated reliably. Revenue earned from the Helios Pool is presented in Note ~~13.~~12.

~~Table of Contents~~

4. Deferred Charges, Net

The analysis and movement of deferred charges is presented in the table below:

Drydocking

costs

Balance, April 1, 2021

$
10,158,202

Additions

2,876,379

Disposals

(74,561)

Transfer to vessel held for sale

(224,291)

Amortization

(2,198,218)

Balance, December 31, 2021

$
10,537,511


	Drydocking
	costs
Balance, April 1, 2022	$	9,839,000
Amortization		(699,186)
Balance, June 30, 2022	$	9,139,814

Table of Contents

5. Vessels, Net


			Accumulated						Accumulated
	Cost		depreciation		Net book Value		Cost		depreciation		Net book Value
Balance, April 1, 2021	$	1,762,657,830	$	(385,629,575)	$	1,377,028,255
Balance, April 1, 2022							$	1,638,075,449	$	(400,013,759)	$	1,238,061,690
Other additions		5,980,471		—		5,980,471		299,592		—		299,592
Transfer to vessel held for sale		(68,845,783)		25,652,725		(43,193,058)
Disposals		(62,311,861)		23,410,912		(38,900,949)
Depreciation		—		(48,508,982)		(48,508,982)		—		(15,087,869)		(15,087,869)
Balance, December 31, 2021	$	1,637,480,657	$	(385,074,920)	$	1,252,405,737
Balance, June 30, 2022							$	1,638,375,041	$	(415,101,628)	$	1,223,273,413

Additions to vessels, net mainly consisted of scrubber purchase and installation costs and other capital improvements for certain of our VLGCs during the ~~nine~~three months ended ~~December 31, 2021.~~June 30, 2022. Our vessels, with a total carrying value of ~~$1,212.3~~$1,184.7 million and ~~$1,337.4~~$1,198.7 million as of ~~December 31, 2021~~June 30, 2022 and March 31, ~~2021,~~2022, respectively, are first-priority mortgaged as collateral for our long-term debt (refer to Note 87 below). Captain John NP is our only VLGC that is not first-priority mortgaged as collateral for our long-term debt as of ~~December 31, 2021~~June 30, 2022 and~~Captain Markos NL~~ ~~was our only VLGC that was not first priority mortgaged as collateral for our long-term debt as of~~ March 31, ~~2021.~~2022. NaN impairment loss was recorded for the periods presented.

~~In September 2021, we completed the sale of the 2006-built VLGC Captain Markos NL and recognized a gain of $3.5 million during the nine months ended December 31, 2021.~~

~~6. Vessel Held For Sale~~

~~In December 2021, we determined that the sale of our 2008-built VLGC~~ ~~Captain Nicholas ML~~ was probable within twelve months and reclassified the vessel to vessel held for sale. NaN gain or loss has been recorded as of December 31, 2021 and we have suspended the recognition of depreciation of the vessel. The carrying value of the vessel totaled $43.4 million, which we reclassified to current assets on our unaudited interim condensed consolidated balance sheets as of December 31, 2021. Additionally, as of December 31, 2021, ~~Captain Nicholas ML~~ ~~was encumbered under the CNML Japanese Financing, which we subsequently repaid on January 26, 2022. See Note 8 for further details on the CNML Japanese Financing.~~

7.6. Vessel Under Construction

As further described in Note ~~16,~~15, we have entered into a thirteen-year bareboat charter agreement for a newbuilding dual-fuel VLGC that is expected to be delivered from Kawasaki Heavy Industries in March 2023. The analysis and movement of vessel under construction is presented in the table below:


Balance, April 1, 2021	$	—
Balance, April 1, 2022			$	16,401,532
Installment payments		16,000,000		8,000,000
Other capitalized expenditures		102,904		234,649
Capitalized interest		64,566		245,940
Balance, December 31, 2021	$	16,167,470
Balance, June 30, 2022			$	24,882,121

~~Table of Contents~~

8.7. Long-term Debt

2015 AR Facility

Refer to Note 910 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, ~~2021~~2022 for information on our $758 million debt financing facility that we entered into in March 2015 with a group of banks and financial institutions (the “2015 Facility”), and the amendment and restatement of the 2015 Facility (the “2015 AR Facility”) on April 29, 2020. On ~~December 29, 2021,~~April 21, 2022, we prepaid ~~$47.2~~$25.0 million of the 2015 AR Facility’s then outstanding principal using cash on hand, consisting of $11.1 million of the commercial tranche, $11.1 million of the Export Import Bank of Korea (“KEXIM”) direct tranche, and $2.8 million of the Korea Trade Insurance Corporation (“K-sure”) insured tranche. On May 19, 2022, we prepaid $20.0 million of the 2015 AR Facility’s then outstanding principal related to ~~the~~ ~~Commander~~ ~~and~~ ~~Constellation~~Cougar using proceeds from the ~~BALCAP Facility~~Cougar Japanese Financing (defined below).

We were in compliance with all financial covenants as of ~~December 31, 2021.~~June 30, 2022.

BALCAP Facility

~~On December 29, 2021, we completed the refinancing of our indebtedness secured by the VLGCs~~ ~~Constellation~~ ~~and~~ ~~Commander~~ through a new loan facility entered into between, among others, Constellation LPG Transport LLC and Commander LPG Transport LLC, as borrowers, and Banc of America Leasing & Capital, LLC, Pacific Western Bank, Raymond James Bank, a Florida chartered bank and City National Bank of Florida, as lenders (“BALCAP Facility”). The financing has a 3.78% fixed interest rate, a term of five years, a face amount of $83.4 million, and a fixed monthly, mortgage-style payment of $0.9 million with a balloon payment of $44.1 million in December 2026. We received $34.9 million of net cash proceeds after repayment of debt under the 2015 AR Facility related to those vessels and fees and expenses related to the refinancing transaction.

The BALCAP Facility is secured by, among other things, (i) first priority Bahamian mortgages on the vessels financed and deeds of covenant collateral thereto; (ii) first priority assignments of all of the financed vessels’ insurances, earnings and requisition compensation; (iii) first priority security interests in respect of all of the equity interests of the borrowers; (iv) subordination of the rights of any technical ship manager in the proceeds of any insurances of the financed vessels; (v) an assignment by each borrower of any deposit account opened by it in accordance with the facility; and (vi) a guaranty by the Company guaranteeing the obligations of the borrowers under the facility agreement. In addition, we must ensure that the aggregate fair market value of ~~Constellation~~ ~~and~~ ~~Commander~~ ~~is at least 125% of the outstanding principal balance of the loan under the BALCAP Facility.~~

~~The corporate financial covenants related to the BALCAP Facility are identical to those in the 2015 AR Facility. We were in compliance with all financial covenants as of December 31, 2021.~~

~~Corsair Japanese Financing~~

Refer to Note 910 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on our $83.4 million debt financing facility that we entered into in December 2021 with Banc of America Leasing & Capital, LLC and other financial institutions (the “BALCAP Facility”).

We were in compliance with all financial covenants as of June 30, 2022.

Corsair Japanese Financing

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on the refinancing of our 2014-built VLGC, Corsair, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Corsair Japanese Financing”).

Table of Contents

Concorde Japanese Financing

Refer to Note 910 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, ~~2021~~2022 for information on the refinancing of our 2015-built VLGC, Concorde, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Concorde Japanese Financing”). On June 6, 2022, we exercised our repurchase option under the Concorde Japanese Financing by providing a three-month notice to the owners of Concorde of our intent to repurchase the vessel for approximately $41.2 million, including fees, in cash and applied the deposit amount of $14.0 million, which had been retained by the buyer in connection with the Concorde Japanese Financing towards the repurchase of the vessel. We gave notice of our intent to repurchase on June 6, 2022 and expect to complete the refinancing on or about September 6, 2022.

Corvette Japanese Financing

Refer to Note 910 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, ~~2021~~2022 for information on the refinancing of our 2015-built VLGC, Corvette, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Corvette Japanese Financing”). On June 6, 2022, we exercised our repurchase option under the Corvette Japanese Financing by providing a 45 day notice to the owners of Corvette of our intent to repurchase the vessel for $42.2 million, including fees, in cash and application of the deposit amount of $14.0 million, which had been retained by the buyer in connection with the Corvette Japanese Financing, towards the repurchase of the vessel (refer to Note 16 below). The repurchase transaction was completed on July 21, 2022.

CNML Japanese Financing

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on the refinancing our 2008-built VLGC, Captain Nicholas ML, pursuant to a memorandum of agreement and a bareboat charter agreement (the “CNML Japanese Financing”).

Cresques Japanese Financing

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on the refinancing our 2015-built VLGC, Cresques, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Cresques Japanese Financing”).

Cratis Japanese Financing

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on the refinancing our 2015-built VLGC, Cratis, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Cratis Japanese Financing”).

Copernicus Japanese Financing

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on the refinancing our 2015-built VLGC, Copernicus, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Copernicus Japanese Financing”).

Chaparral Japanese Financing

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on the refinancing our 2015-built VLGC, Chaparral, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Chaparral Japanese Financing”).

Table of Contents

~~CMNL/CJNP~~Caravelle Japanese Financing

Refer to Note 910 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, ~~2021~~2022 for information on the refinancing our ~~2007-built~~2016-built VLGC, ~~Captain John NP~~Caravelle, pursuant to a memorandum of agreement and a bareboat charter agreement (the ~~“CMNL/CJNP~~“Caravelle Japanese Financing”). ~~On November 30, 2021, we completed the repurchase of~~ ~~Captain John NP~~ and repaid the CMNL/CJNP Japanese Financing for $15.8 million in cash and application of the deposit amount of $25.2 million, which had been retained by the buyer in connection with the financing towards the repurchase of the vessel.

~~CNML~~Cougar Japanese Financing

~~Refer to Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2021 for information on the refinancing our 2008-built~~On May 19, 2022, we refinanced a 2015-built VLGC, ~~Captain Nicholas ML~~Cougar, pursuant to a memorandum of agreement and a bareboat charter ~~agreement (the “CNML Japanese Financing”). On October 24, 2021,~~agreement. In connection therewith, we ~~exercised our repurchase option under the CNML Japanese Financing by providing a three-month notice~~transferred Cougar to the ~~owners~~buyer for $70.0 million and, as part of ~~Captain Nicholas ML~~ ofthe agreement, Dorian Shanghai LPG Transport LLC, our ~~intent to repurchase~~wholly-owned subsidiary, bareboat chartered the vessel back for ~~approximately $17.8~~a period of 10 years, with purchase options from the end of year 3 onwards through a mandatory buyout by 2032. We continue to technically manage, commercially charter, and operate Cougar. We received $50.0 million in cash ~~and application~~as part of the ~~deposit amount of $27.9~~transaction with $20.0 million ~~which had been~~to be retained by the buyer ~~in connection with the CNML Japanese Financing,~~as a deposit (the “Cougar Deposit”), which can be used by us towards the repurchase of the ~~vessel. We have reclassified $16.4~~vessel either pursuant to an early buyout option or at the end of the 10-year bareboat charter term. The refinancing proceeds of $50.0 million ~~from long-term~~were used to prepay $20.0 million of the 2015 AR Facility’s then outstanding principal amount. The remaining proceeds will be used to pay legal fees associated with this transaction and for general corporate purposes. This transaction will be treated as a financing transaction and Cougar will continue to be recorded as an asset on our balance sheet. This debt ~~to current portion~~financing has a floating interest rate of ~~long-term debt as~~three-month SOFR plus a margin of 2.45%, not including financing costs of $0.4 million, monthly broker commission fees of 1.25% over the ~~repurchase transaction was completed~~10-year term on ~~January 26, 2022.~~

~~Cresques Japanese Financing~~

~~Refer to Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2021 for information~~interest and principal payments made, broker commission fees of 0.5% on the ~~refinancing our 2015-built VLGC,~~ ~~Cresques~~~~, pursuant to a memorandum~~exercise of ~~agreement~~the purchase option or obligation excluding the Cougar Deposit, and a ~~bareboat charter agreement (the “Cresques Japanese Financing”).~~quarterly fixed straight-line principal obligation of approximately $0.9 million over the 10-year term with a balloon payment of $14.0 million.

Debt Obligations

The table below presents our debt obligations:


	December 31, 2021		March 31, 2021		June 30, 2022		March 31, 2022
2015 AR Facility
Commercial Financing	$	134,396,466	$	155,205,698	$	71,596,370	$	91,651,888
KEXIM Direct Financing		68,911,186		89,474,512		29,087,824		44,406,733
KEXIM Guaranteed		72,958,655		93,997,081		40,158,551		47,190,358
K-sure Insured		35,828,187		46,333,895		17,814,236		23,132,295
Total 2015 AR Facility	$	312,094,494	$	385,011,186	$	158,656,981	$	206,381,274

Japanese Financings
Corsair Japanese Financing	$	38,458,334	$	40,895,833	$	36,833,334	$	37,645,833
Concorde Japanese Financing		43,076,923		45,500,000		41,461,538		42,269,231
Corvette Japanese Financing		43,615,385		46,038,462		42,000,000		42,807,692
CMNL/CJNP Japanese Financing		—		16,706,845
CNML Japanese Financing		17,801,637		18,855,655
Cresques Japanese Financing		46,515,000		49,080,000		44,805,000		45,660,000
Cratis Japanese Financing						48,640,000		49,660,000
Copernicus Japanese Financing						48,640,000		49,660,000
Chaparral Japanese Financing						64,093,936		64,662,242
Caravelle Japanese Financing						48,800,000		49,700,000
Cougar Japanese Financing						50,000,000		—
Total Japanese Financings	$	189,467,279	$	217,076,795	$	425,273,808	$	382,064,998

BALCAP Facility	$	83,400,000	$	—	$	79,731,035	$	81,574,172

Total debt obligations	$	584,961,773	$	602,087,981	$	663,661,824	$	670,020,444
Less: deferred financing fees		8,693,950		10,615,937		6,625,637		7,257,486
Debt obligations—net of deferred financing fees	$	576,267,823	$	591,472,044	$	657,036,187	$	662,762,958

Presented as follows:
Current portion of long-term debt	$	69,530,028	$	51,820,283	$	51,929,438	$	72,075,571
Long-term debt—net of current portion and deferred financing fees		506,737,795		539,651,761		605,106,749		590,687,387
Total	$	576,267,823	$	591,472,044	$	657,036,187	$	662,762,958

Table of Contents

Deferred Financing Fees

The analysis and movement of deferred financing fees is presented in the table below:


	Financing		Financing
	costs		costs
Balance, April 1, 2021	$	10,615,937
Balance, April 1, 2022			$	7,257,486
Additions		1,310,639		277,198
Amortization		(3,232,626)		(909,047)
Balance, December 31, 2021	$	8,693,950
Balance, June 30, 2022			$	6,625,637

9.8. Leases

Time charter-in contracts

During the ~~nine~~three months ended ~~December 31, 2021,~~June 30, 2022, we did not take delivery of any time chartered-in a VLGC that was delivered to us in October 2021 with a duration of 12 months with 0 option periods. Therefore, this operating lease was excluded from operating lease right-of-use asset and lease liability recognition on our consolidated balance sheets.VLGCs. As of ~~December 31, 2021,~~June 30, 2022, right-of-use assets and lease liabilities of ~~$10.2~~$5.6 million were recognized on our balance sheets related to one VLGC that we had previously time chartered-in for a period of greater than 12 months. Additionally, we previously time-chartered-in a VLGC that was delivered to us in October 2021 with a duration of 12 months with 0 option periods that was excluded from operating lease right-of-use asset and lease liability recognition on our consolidated balance sheet. Our time chartered-in VLGCs were deployed in the Helios Pool and earned net pool revenues of ~~$5.5~~$6.8 million and ~~$8.7~~$4.1 million for the three months ended ~~December 31,~~June 30, 2022 and 2021, ~~and 2020, respectively, and $12.3 million and $20.2 million for the nine months ended December 31, 2021 and 2020,~~ respectively.

Charter hire expenses for the VLGCs time chartered in were as follows:


	Three months ended				Nine months ended				Three months ended
	December 31, 2021		December 31, 2020		December 31, 2021		December 31, 2020		June 30, 2022		June 30, 2021
Charter hire expenses	$	4,917,012	$	4,392,132	$	10,829,050	$	13,626,580	$	5,402,145	$	3,508,070

Office leases

We currently have operating leases for our offices in Stamford, Connecticut, USA; London, United Kingdom; Copenhagen, Denmark; and Athens, Greece, which we determined to be operating leases and record the lease expense as part of general and administrative expenses in our consolidated statements of operations. During the ~~nine~~three months ended ~~December 31, 2021,~~June 30, 2022, we ~~did not enter into any~~extended the lease of our Stamford, Connecticut office for an additional five years. We also entered a new ~~office~~ lease ~~contracts.~~for our Copenhagen, Denmark office. The contract was signed during the three months ended June 30, 2022, with the lease commencing in August 2022.

Operating lease rent expense related to our office leases was as follows:


	Three months ended				Nine months ended				Three months ended
	December 31, 2021		December 31, 2020		December 31, 2021		December 31, 2020		June 30, 2022		June 30, 2021
Operating lease rent expense	$	148,384	$	139,568	$	464,394	$	401,435	$	154,464	$	151,676

For our office leases and time charter-in arrangement, the discount rate used ranged from 3.82% to 5.53%. The weighted average discount rate used to calculate the lease liability was ~~3.88%~~4.60%. The weighted average remaining lease term of our office leases and time chartered-in vessel as of ~~December 31, 2021~~June 30, 2022 is ~~12.9~~13.0 months.

Table of Contents

Our operating lease right-of-use asset and lease liabilities as of ~~December 31, 2021~~June 30, 2022 were as follows:


Description	Location on Balance Sheet	December 31, 2021		Location on Balance Sheet	June 30, 2022
Assets:
Non-current
Office leases	Operating lease right-of-use assets	$	303,810	Operating lease right-of-use assets	$	859,045
Time charter-in VLGCs	Operating lease right-of-use assets	$	10,213,986	Operating lease right-of-use assets	$	5,551,015

Liabilities:
Current
Office Leases	Current portion of long-term operating leases	$	291,241	Current portion of long-term operating leases	$	234,512
Time charter-in VLGCs	Current portion of long-term operating leases	$	9,413,540	Current portion of long-term operating leases	$	5,551,015


Long-term
Office Leases	Long-term operating leases	$	2,347	Long-term operating leases	$	622,769
Time charter-in VLGCs	Long-term operating leases	$	800,446	Long-term operating leases	$	—

Maturities of operating lease liabilities as of ~~December 31, 2021~~June 30, 2022 were as follows:


Less than one year	$	9,923,917	$	5,893,242
One to three years		819,233		349,950
Three to five years				339,030
Total undiscounted lease payments		10,743,150		6,582,222
Less: imputed interest		(235,576)		(173,926)
Carrying value of operating lease liabilities	$	10,507,574	$	6,408,296

~~10.~~9. Dividends

On ~~July 30, 2021,~~May 4, 2022, we announced that our board of directors (“Board of ~~Directors~~Directors”) declared a cash dividend of ~~$1.00~~$2.50 per share of ~~the Company’s~~our common stock to all shareholders of record as of the close of business on ~~August 9, 2021,~~May 16, 2022, totaling ~~$40.4~~$100.3 million. We paid ~~$40.2~~$99.7 million on ~~September 8, 2021 and~~June 2, 2022, with the remaining ~~$0.2~~$0.6 million is deferred until certain shares of restricted stock vest.

This was an irregular dividend. All declarations of dividends are subject to the determination and discretion of ~~the Company’s~~our Board of Directors based on its consideration of various factors, including ~~the Company’s~~our results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, its business prospects and other factors that ~~the Company’s~~our Board of Directors may deem relevant.

On June 15, 2022, we paid $0.2 million of dividends that were deferred until the vesting of certain restricted stock.

~~11.~~10. Stock Repurchase Authority

On ~~August 5, 2019,~~February 2, 2022, our Board of Directors authorized the repurchase of up to ~~$50~~$100.0 million of our common shares ~~through the period ended December 31, 2020~~ (the ~~“2019~~“2022 Common Share Repurchase Authority”). On February 3, 2020, our Board of Directors authorized an increase to our 2019 Common Share Repurchase Authority to repurchase up to an additional $50 million of our common shares. On December 29, 2020, our Board of Directors authorized an extension of and an increase to the remaining authorization of $41.4 million under our 2019 Common Share Repurchase Authority, which was set to expire on December 31, 2020. Following this Board action, we were authorized to repurchase up to $50.0 million of our common shares from December 29, 2020 through December 31, 2021. As of December 31, 2021, our total purchases under this authority totaled 7.0 million of our common shares for an aggregate consideration of $81.0 million. Our 2019 Common Share Repurchase Authority expired on December 31, 2021. Under ~~this authorization,~~these authorizations, when in force, purchases were and may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods. The actual amount and timing of share repurchases are subject to capital availability, our determination that share repurchases are in the best interest of our shareholders, and market conditions. As of June 30, 2022, our total purchases under the 2022 Common Share Repurchase Authority totaled 0.05 million shares for an aggregate consideration of $0.7 million. We are not obligated to make any common share repurchases.

~~Table of Contents~~

~~12.~~11. Stock-Based Compensation Plans

Our stock-based compensation expense is included within general and administrative expenses in the unaudited interim condensed consolidated statements of operations and was $0.7 million and ~~$0.5~~$0.6 million for the three months ended ~~December 31,~~June 30, 2022 and 2021, ~~and 2020, respectively, and $2.6 million and $2.9 million for the nine months ended December 31, 2021 and 2020~~ respectively. Unrecognized compensation cost was ~~$2.2~~$1.2 million as of ~~December 31, 2021~~June 30, 2022 and will be

Table of Contents

recognized over a remaining weighted average life of ~~2.02~~0.67 years. For more information on our equity incentive plan, refer to Note 1213 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, ~~2021.~~

In August 2021, we granted an aggregate of 180,900 shares of restricted stock vesting ratably on the grant date and on the first, second, and third anniversary of that date and 36,700 restricted stock units to certain of our officers and employees vesting ratably on the first, second, and third anniversaries of the grant date. The final tranche of restricted stock and restricted stock units granted to our named executive officers shall vest when, and only if, the volume weighted average price of our common shares over any consecutive 15-day period prior to the final business day of the tenth fiscal quarter following the grant date equals or exceeds, 95% of the book value of one of our shares. The shares of restricted stock and restricted stock units were valued at their grant date fair market value and are expensed on a straight-line basis over the respective vesting periods.2022.

A summary of the activity of restricted shares and units awarded under our equity incentive plan as of ~~December 31, 2021~~June 30, 2022 and changes during the ~~nine~~three months ended ~~December 31, 2021,~~June 30, 2022, is as follows:

Weighted-Average

Grant-Date

Incentive Share/Unit Awards

Number of Shares/Units

Fair Value

Number of Shares/Units

Fair Value

Unvested as of April 1, 2021

358,171

8.23

Granted

217,600

13.10

Unvested as of April 1, 2022

329,090

10.56

Vested

(242,581)

9.40

(58,475)

(8.21)

Forfeited

(4,100)

10.24

Unvested as of December 31, 2021

329,090

10.56

Unvested as of June 30, 2022

270,615

11.07

~~13.~~12. Revenues

Revenues comprise the following:


	Three months ended				Nine months ended				Three months ended
	December 31, 2021		December 31, 2020		December 31, 2021		December 31, 2020		June 30, 2022		June 30, 2021
Net pool revenues—related party	$	62,856,243	$	82,659,967	$	174,739,894	$	199,312,944	$	70,171,001	$	55,162,246
Time charter revenues		5,301,134		4,665,664		15,915,876		13,928,732		6,241,915		5,346,139
Other revenues, net		442,405		1,153,393		3,981,608		3,112,949		410,806		2,442,353
Total revenues	$	68,599,782	$	88,479,024	$	194,637,378	$	216,354,625	$	76,823,722	$	62,950,738

Net pool revenues—related party depend upon the net results of the Helios Pool, and the operating days and pool points for each vessel. Refer to Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, ~~2021.~~2022.

Other revenues, net mainly represent claim reimbursements and income from charterers relating to reimbursement of voyage expenses, such as costs for war risk insurance and security guards.

~~14.~~13. Financial Instruments and Fair Value Disclosures

Our principal financial assets consist of cash and cash equivalents, amounts due from related parties, investment securities, and trade accounts receivable. Our principal financial liabilities consist of long-term debt, accounts payable, amounts due to related parties, accrued liabilities, and derivative instruments.

~~Table of Contents~~

(a)

Concentration of credit risk: Financial instruments, which may subject us to significant concentrations of credit risk, consist principally of amounts due from our charterers, including the receivables from Helios Pool, and cash and cash equivalents. We limit our credit risk with amounts due from our charterers, including those through the Helios Pool, by performing ongoing credit evaluations of our charterers’ financial condition and generally do not require collateral from our charterers. We limit our credit risk with our cash and cash equivalents and restricted cash by placing it with highly-rated financial institutions.

(b)

Interest rate risk: Our long-term bank loans are based on the London Interbank Offered Rate (“LIBOR”) and hence we are exposed to movements thereto. We entered into interest rate swap agreements in order to hedge a majority of our variable interest rate exposure related to our 2015 AR Facility. Refer to Note 1920 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, ~~2021~~2022 for information on our interest rate swap agreements related to the 2015 AR Facility.

~~(c)~~

~~Fair value measurements:~~ Interest rate swaps are stated at fair value, which is determined using a discounted cash flow approach based on market‑based LIBOR swap yield rates. LIBOR swap rates are observable at commonly quoted intervals for the full terms of the swaps and, therefore, are considered Level 2 items in accordance with the fair value hierarchy. The fair value of the interest rate swap agreements approximates the amount that we would have to pay or receive for the early termination of the agreements. In June 2021, our interest rate swap with the ABN AMRO Capital USA LLC was novated to Citibank N.A. with a decrease in the fixed rate from 1.4675% to 1.2370%.

Table of Contents

Fair value measurements: Interest rate swaps are stated at fair value, which is determined using a discounted cash flow approach based on market‑based LIBOR swap yield rates. LIBOR swap rates are observable at commonly quoted intervals for the full terms of the swaps and, therefore, are considered Level 2 items in accordance with the fair value hierarchy. The fair value of the interest rate swap agreements approximates the amount that we would have to pay or receive for the early termination of the agreements.

Additionally, we have previously taken positions in forward freight agreements (“FFAs”) as economic hedges to reduce the risk related to vessels trading in the spot market, including vessels operating in the Helios Pool, and to take advantage of fluctuations in spot market rates. Customary requirements for trading FFAs include the maintenance of initial and variation margins based on expected volatility, open position and mark-to-market of the contracts. FFAs are recorded as assets/liabilities until they are settled. Changes in fair value prior to settlement are recorded in unrealized gain/(loss) on derivatives. Upon settlement, if the contracted charter rate is less than the average of the rates for the specified route and time period, as reported by an identified index, the seller of the FFA is required to pay the buyer the settlement sum, being an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days in the specified period covered by the FFA. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. Settlements of FFAs are recorded in realized gain/(loss) on derivatives. FFAs are considered Level 2 items in accordance with the fair value hierarchy. We had 0 outstanding FFAs as of ~~December 31, 2021,~~June 30, 2022, but we have taken positions in FFAs in the past and we may do so again in the future.

The following table summarizes the location on the balance sheet of the financial assets and liabilities that are carried at fair value on a recurring basis, which comprise our financial derivatives, all of which are considered Level 2 items in accordance with the fair value hierarchy:


		December 31, 2021				March 31, 2021				June 30, 2022				March 31, 2022
	Current assets		Current liabilities		Current assets		Current liabilities		Current assets		Current liabilities		Current assets		Current liabilities
Derivatives not designated as hedging instruments	Derivative instruments		Derivative instruments		Derivative instruments		Derivative instruments		Derivative instruments		Derivative instruments		Derivative instruments		Derivative instruments
Interest rate swap agreements	$	—	$	205,869	$	—	$	1,100,529	$	—	$	—	$	—	$	—

		December 31, 2021				March 31, 2021				June 30, 2022				March 31, 2022
	Other non-current assets		Long-term liabilities		Other non-current assets		Long-term liabilities		Other non-current assets		Long-term liabilities		Other non-current assets		Long-term liabilities
Derivatives not designated as hedging instruments	Derivative instruments		Derivative instruments		Derivative instruments		Derivative instruments		Derivative instruments		Derivative instruments		Derivative instruments		Derivative instruments
Interest rate swap agreements	$	—	$	144,057	$	—	$	3,454,862	$	8,966,713	$	—	$	6,512,479	$	—

~~Table of Contents~~

The effect of derivative instruments within the unaudited interim condensed consolidated statements of operations for the periods presented is as follows:

Three months ended

Derivatives not designated as hedging instruments

Location of gain/(loss) recognized

December 31, 2021

December 31, 2020

Forward freight agreements—change in fair value

Unrealized gain/(loss) on derivatives

$
—

$
136,632

Interest rate swaps—change in fair value

Unrealized gain/(loss) on derivatives

3,056,741

342,902

Forward freight agreements—realized gain/(loss)

Realized loss on derivatives

—

153,919

Interest rate swaps—realized gain/(loss)

Realized loss on derivatives

(895,782)

(914,910)

Gain/(loss) on derivatives, net

$
2,160,959

$
(281,457)

Nine months ended

Derivatives not designated as hedging instruments

Location of gain/(loss) recognized

December 31, 2021

December 31, 2020

Forward freight agreements—change in fair value

Unrealized gain/(loss) on derivatives

$
—

$
2,605,442

Interest rate swaps—change in fair value

Unrealized gain/(loss) on derivatives

4,205,465

1,346,972

Forward freight agreements—realized gain/(loss)

Realized loss on derivatives

—

(788,670)

Interest rate swaps—realized gain/(loss)

Realized loss on derivatives

(2,714,337)

(2,908,245)

Gain/(loss) on derivatives, net

$
1,491,128

$
255,499


		Three months ended
Derivatives not designated as hedging instruments	Location of gain/(loss) recognized	June 30, 2022		June 30, 2021
Interest rate swaps—change in fair value	Unrealized gain/(loss) on derivatives		2,454,234		433,726
Interest rate swaps—realized loss	Realized gain/(loss) on derivatives		(50,384)		(903,718)
Gain/(loss) on derivatives, net		$	2,403,850	$	(469,992)

As of ~~December 31, 2021~~June 30, 2022 and March 31, ~~2021,~~2022, no fair value measurements for assets or liabilities under Level

1 or Level 3 were recognized in the consolidated balance sheets with the exception of cash and cash equivalents, restricted cash, and investment securities. We did not have any other assets or liabilities measured at fair value on a non-recurring basis during the three ~~and nine~~ months ended ~~December 31, 2021~~June 30, 2022 and ~~2020.~~2021.

~~(d)~~(c)

Book values and fair values of financial instruments: In addition to the derivatives that we are required to record at fair value on our balance sheet (see (c) above) and investment securities that are included in other current assets in our balance sheet that we record at fair value, we have other financial instruments that are carried at historical cost. These financial instruments include trade accounts receivable, amounts due from related parties, cash and cash equivalents, restricted cash, accounts payable, amounts due to related parties

Table of Contents

and accrued liabilities for which the historical carrying value approximates the fair value due to the short-term nature of these financial instruments. Cash and cash equivalents, restricted cash and investment securities are considered Level 1 items.

The summary of gains and losses on our investment securities included in other gain/(loss), net on our consolidated statements of operations for the periods presented is as follows:


	Three months ended				Three months ended
	December 31, 2021		December 31, 2020		June 30, 2022		June 30, 2021
Unrealized gain/(loss) on investment securities	$	(1,179,297)	$	358,678	$	768,335	$	(1,359,671)
Less: Realized gain/(loss) on investment securities		(305)		—
Less: Realized gain on investment securities						776,770		305
Net gain/(loss) on investment securities	$	(1,179,602)	$	358,678	$	1,545,105	$	(1,359,366)

	Nine months ended
	December 31, 2021		December 31, 2020
Unrealized gain/(loss) on investment securities	$	(1,710,348)	$	395,931
Less: Realized gain/(loss) on investment securities		447,255		—
Net gain/(loss) on investment securities	$	(1,263,093)	$	395,931

We have long-term bank debt and the Cresques Japanese Financing for which we believe the carrying values approximate their fair values as the loans bear interest at variable interest rates, being LIBOR, which is observable at commonly quoted intervals for the full terms of the loans, and hence are considered as Level 2 items in accordance with the fair value hierarchy. We also have the Cougar Japanese Financing which bears interest at variable interest rates, being SOFR. We also have long-term debt related to the Corsair Japanese Financing, Concorde Japanese Financing, Corvette Japanese Financing, ~~CMNL/CJNP~~Cratis Japanese Financing, Copernicus Japanese Financing, Chaparral Japanese Financing, and ~~CNML~~Caravelle Japanese Financing (collectively the “Japanese Financings”) ~~and the BALCAP Facility~~ that incur interest at a ~~fixed-rate with amortizing principal amounts.~~fixed-rate. We have long-term debt related to the BALCAP Facility that incurs interest at a fixed-rate. The Japanese Financings and the BALCAP Facility are considered Level 2 items in accordance with the fair value hierarchy and the fair value of each is based on

~~Table of Contents~~

a discounted cash flow analysis using current observable interest rates. The following table summarizes the carrying value and estimated fair value of ~~the Japanese Financings~~our fixed debt obligations as of:


	December 31, 2021				March 31, 2021				June 30, 2022				March 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Corsair Japanese Financing	$	38,458,334	$	40,345,097	$	40,895,833	$	44,298,064	$	36,833,334	$	35,843,886	$	37,645,833	$	36,904,683
Concorde Japanese Financing		43,076,923		45,501,855		45,500,000		49,791,680		41,461,538		40,238,243		42,269,231		41,352,417
Corvette Japanese Financing		43,615,385		46,096,511		46,038,462		50,376,434		42,000,000		40,761,723		42,807,692		41,862,894
CMNL/CJNP Japanese Financing		—		—		16,706,845		18,792,993
CNML Japanese Financing		17,801,637		18,917,200		18,855,655		21,195,305
Cratis Japanese Financing										48,640,000		45,456,275		49,660,000		46,716,277
Copernicus Japanese Financing										48,640,000		45,456,275		49,660,000		46,716,277
Chaparral Japanese Financing										64,093,936		63,239,553		64,662,242		64,321,963
Caravelle Japanese Financing										48,800,000		45,593,976		49,700,000		46,792,400
BALCAP Facility	$	83,400,000	$	83,400,000	$	—	$	—	$	79,731,035	$	75,083,530	$	81,574,172	$	77,063,912

~~15.~~14. Earnings Per Share (“EPS”)

Basic EPS represents net income attributable to common shareholders divided by the weighted average number of our common shares outstanding during the measurement period. Our restricted stock shares include rights to receive dividends that are subject to the risk of forfeiture if service requirements are not satisfied, and as a result, these shares are not considered participating securities and are excluded from the basic weighted-average shares outstanding calculation. Diluted EPS represent net income attributable to common shareholders divided by the weighted average number of our common shares outstanding during the measurement period while also giving effect to all potentially dilutive common shares that were outstanding during the period.

~~The calculations of basic and diluted EPS for the periods presented are as follows:~~

Three months ended

Nine months ended

(In U.S. dollars except share data)

December 31, 2021

December 31, 2020

December 31, 2021

December 31, 2020

Numerator:

Net income

$
16,580,885

$
35,825,264

$
36,551,788

$
48,531,219

Denominator:

Basic weighted average number of common shares outstanding

39,890,674

50,255,908

40,305,902

50,511,473

Effect of dilutive restricted stock and restricted stock units

134,725

112,484

154,763

94,512

Diluted weighted average number of common shares outstanding

40,025,399

50,368,392

40,460,665

50,605,985

EPS:

Basic

$
0.42

$
0.71

$
0.91

$
0.96

Diluted

$
0.41

$
0.71

$
0.90

$
0.96

~~NaN shares of unvested restricted stock were excluded from the calculation of diluted EPS for the three and nine months ended December 31, 2021 and 2020.~~

~~16. Commitments and Contingencies~~

~~Commitments under Contracts for Ballast Water Management Systems Purchases~~

~~We had contractual commitments to purchase ballast water management systems as of:~~

December 31, 2021

Less than one year

$
405,030

Total

$
405,030

1716

Table of Contents

The calculations of basic and diluted EPS for the periods presented are as follows:


		Three months ended
(In U.S. dollars except share data)	June 30, 2022		June 30, 2021
Numerator:
Net income	$	24,847,720	$	5,869,100
Denominator:
Basic weighted average number of common shares outstanding		39,898,485		40,944,845
Effect of dilutive restricted stock and restricted stock units		226,220		220,293
Diluted weighted average number of common shares outstanding		40,124,705		41,165,138
EPS:
Basic	$	0.62	$	0.14
Diluted	$	0.62	$	0.14

NaN shares of unvested restricted stock were excluded from the calculation of diluted EPS for the three months ended June 30, 2022 and 2021.

15. Commitments and Contingencies

Commitments under Bareboat Charter Header Agreement

On March 31, 2021, we entered into a thirteen-year bareboat charter agreement for a newbuilding dual-fuel VLGC that is expected to be delivered from Kawasaki Heavy Industries in March 2023. The structure of the financing of the newbuilding is analogous to that of our Japanese Financings in which a ~~third-party~~third party will purchase the vessel and ~~from whom~~ we will bareboat charter such vessel from the ~~vessel.~~third party. As part of the agreement, we control the building of the vessel and the use of the vessel after it is delivered. The vessel will be built to our specifications; we will supervise the building of the vessel to meet these specifications; and we will technically and commercially manage the vessel after its delivery. Under the agreement, we had commitments of $24.0 million of predelivery costs as well as the cost of additional features to meet our specifications and supervision costs for an aggregate total of approximately $25.0 million. As of ~~December 31, 2021,~~June 30, 2022, we had approximately ~~$9.0~~$1.0 million of commitments under the agreement outstanding that we expect to settle ~~with an installment payment~~ during the year ending March 31, 2023. Construction of the vessel commenced in December 2021.

Operating Leases

We had the following commitments as a lessee under operating leases relating to our United States, Greece, United Kingdom, and Denmark offices:


	December 31, 2021		June 30, 2022
Less than one year	$	217,385	$	377,387
One to three years				578,300
Three to five years				333,530
Total	$	217,385	$	1,289,217

Time Charter-in

During the ~~nine~~three months ended ~~December 31, 2021,~~June 30, 2022, we ~~time chartered-in~~did not time-charter in any VLGCs. Commitments as of June 30, 2022, relate to (i) 3 newbuilding dual-fuel Panamax LPG vessels that we previously entered into agreements to time-charter in with purchase options that are scheduled to be delivered in the second and third calendar quarters of 2023 for a period of seven years ~~each and also~~each; (ii) a one-year time chartered-in a VLGC ~~for one year~~ that was delivered to us in October ~~2021.~~2021; and (iii) a three-year time chartered-in VLGC that was delivered to us in February 2020. We had the following time charter-in commitments relating to VLGCs:


	December 31, 2021		June 30, 2022
Less than one year	$	18,119,893	$	17,961,893
One to three years		61,293,000		64,080,000
Three to five years		64,080,000		64,080,000
Thereafter		99,710,000		85,460,000
Total	$	243,202,893

Table of Contents

Total

231,581,893

Fixed Time Charter Contracts

We had the following future minimum fixed time charter hire receipts based on non-cancelable long-term fixed time charter contracts:


	December 31, 2021		June 30, 2022
Less than one year	$	19,608,078	$	13,255,578
One to three years		2,150,000
Total	$	21,758,078	$	13,255,578

Other

From time to time, we expect to be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. Such claims, even if lacking in merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any claim other than that described below, which is reasonably possible and should be disclosed or probable and for which a provision should be established in the unaudited interim condensed consolidated financial statements.

16. Subsequent Events

Repurchase of Corvette

On July 21, 2022, we repurchased Corvette for $42.2 million in cash, including fees, and application of the deposit amount of $14.0 million, which had been retained by the buyer in connection with the Corvette Japanese Financing, towards the repurchase of the vessel. Corvette was subsequently refinanced under the 2022 Debt Facility (defined below).

2022 Debt Facility

On July 29, 2022, we entered into a $260 million debt financing facility (the “2022 Debt Facility”) with Crédit Agricole Corporate and Investment Bank (“CACIB”), ING Bank N.V. (“ING”), Skandinaviska Enskilda Banken AB (publ) (“SEB”), BNP Paribas (“BNP”), and Danish Ship Finance A/S (“DSF”) to refinance indebtedness under the 2015 AR Facility and the Concorde Japanese Financing (upon its repurchase in September 2022) and to releverage Corvette following the repurchase of that vessel from its owners on July 21, 2022. The 2022 Debt Facility consists of (i) a term loan facility in an aggregate principal amount of $240 million and (ii) a revolving credit facility in an aggregate principal amount of up to $20 million. The term loan is for a period of seven (7) years with an interest rate of SOFR plus a margin of 2.20%.

The 2022 Debt Facility is secured by, among other things, (i) first priority Bahamian mortgages on the vessels financed, (ii) first priority assignments of all of the financed vessels’ mandatory insurances and earnings and management agreements; (iii) first priority pledge in respect of all limited liability company interests of the borrowers and vessel-owning guarantors; (iv) first priority charter assignments of all of the financed vessels’ long-term charters to non-Helios LPG Pool parties with an original tenor greater than 13 months; and (v) a guaranty by the Company guaranteeing the obligations of the borrower and other guarantors under the facility agreement. The 2022 Debt Facility further provides that the facility is to be secured by assignments of the borrower’s rights under any hedging contracts in connection with the facility, but such assignments have not been entered into at this time.

The 2022 Debt Facility also contains customary covenants that require us to maintain adequate insurance coverage and to properly maintain the vessels. The loan facility includes customary events of default, including those relating to a failure to pay principal or interest, breaches of covenants, representations and warranties, a cross-default to certain other debt obligations and non-compliance with security documents, and customary restrictions on paying dividends if an event of default has occurred and is continuing, or if an event of default would result therefrom.

Table of Contents

~~In January 2021, subsequent~~The following financial covenants are the most restrictive from the 2022 Debt Facility with which the Company is required to comply, calculated on a consolidated basis, determined and defined according to the ~~delivery~~provisions of ~~one of our VLGCs on time charter, a dispute arose relating to~~ the ~~vessel’s readiness to lift a cargo scheduled by the charterer. The claim was settled for $4.0 million during the three months ended December 31, 2021.~~loan agreement and its amendments:

●

The ratio of current assets and long-term restricted cash divided by current liabilities, excluding current portion of long-term debt, shall always be greater than 1.00;

~~17. Subsequent Events~~

●Maintain minimum shareholders’ equity at all times equal to the aggregate of $400 million;

●The ratio of consolidated net debt to consolidated total capitalization shall not exceed 0.60 to 1.00;

●

Fair market value of the mortgaged ships plus any additional security over the outstanding loan balance shall not be less than 145%; and

●

Minimum liquidity covenant of the greater of (i) $27.5 million and (ii) 5% of consolidated interest-bearing debt.

The margin can be decreased by five basis points if the leverage ratio (which is based on our aggregate market value ratio for vessels secured under the 2022 Debt Facility) is less than 35% or increased by five basis points if it is greater than or equal to 45%. We have the potential to receive a five basis point increase or reduction in the margin applicable to the 2022 Debt Facility for reductions in our average efficiency ratio (which weighs carbon emissions for a voyage against the design deadweight of a vessel and the distance traveled on such voyage) versus the level set by the IMO.

We have reclassified $2.5 million from long-term debt to current portion of long-term debt as a result of this refinancing.

Dividend

On ~~January 4,~~August 3, 2022, we announced that our Board of Directors declared aan irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on ~~January 14,~~August 15, 2022, totaling $40.1 million. ~~We paid $39.9 million~~The dividend is payable on ~~January 25, 2022 and the remaining $0.2 million is deferred until certain shares of restricted stock vest.~~

This was an irregular dividend. All declarations of dividends are subject to the determination and discretion of the Company’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, its business prospects and other factors that the Company’s Board of Directors may deem relevant.

~~On February~~or about September 2, 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common shares (the “2022 Common Share Repurchase Authority”). Under the authorization, when in force, purchases may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods. The actual amount and timing of share repurchases are subject to capital availability, our determination that share repurchases are in the best interest of our shareholders, and market conditions. NaN repurchases have been made under the 2022 Common Share Repurchase Authority to date. We are not obligated to make any common share repurchases.

2022.

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Item 1A. Risk Factors” herein and in our Annual Report on Form 10-K for the year ended March 31, ~~2021,~~2022, our actual results may differ materially from those anticipated in these forward-looking statements. Please also see the section “Forward-Looking Statements” included in this quarterly report.

Overview

We are a Marshall Islands corporation headquartered in the United States and primarily focused on owning and operating VLGCs, each with a cargo-carrying capacity of greater than 80,000 cbm, in the LPG shipping industry. Our fleet currently consists of ~~twenty-three~~twenty-two VLGC carriers, including nineteen fuel-efficient 84,000 cbm ECO-VLGCs, ~~two~~one 82,000 cbm VLGCs, and two time chartered-in ECO-VLGCs. Thirteen of our ECO-VLGCs, including one time chartered-in vessel, are currently equipped with scrubbers to reduce sulfur emissions.

Dorian’s nineteen ECO-VLGCs, which incorporate fuel efficiency, emission-reducing technologies, and certain custom features, were acquired by us for an aggregate purchase price of $1.4 billion and delivered to us between July 2014 and February 2016, seventeen of which were delivered during calendar year 2015 or later.

On April 1, 2015, Dorian and Phoenix began operations of the Helios Pool, which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under a variable rate time charter to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. The vessels entered into the Helios Pool may operate either in the spot market, pursuant to contracts of affreightment, or COAs, or on time charters of two years' duration or less. As of ~~January 31,~~July 29, 2022, ~~twenty-one~~twenty of our ~~twenty-three~~twenty-two VLGCs were employed in the Helios Pool, including our two time chartered-in VLGCs.

Our customers, either directly or through the Helios Pool, include or have included global energy companies such as Exxon Mobil Corp., Chevron Corp., China International United Petroleum & Chemicals Co., Ltd., Royal Dutch Shell plc, Equinor ASA, Total S.A., and Sunoco LP, commodity traders such as Glencore plc, Itochu Corporation, Bayegan Group, Vilma Oil SL, and the Vitol Group and importers such as E1 Corp., Indian Oil Corporation, SK Gas Co. Ltd., Astomos Energy Corporation, and Oriental Energy Company Ltd. or subsidiaries of the foregoing.

We continue to pursue a balanced chartering strategy by employing our vessels on a mix of multi-year time charters, some of which may include a profit-sharing component, shorter-term time charters, spot market voyages and COAs. Currently, two of our VLGCs are on fixed-rate time charters outside of the Helios Pool. See “Our Fleet” below for more information and the definition of Pool-TCO.

Recent Developments

Repurchase of Corvette

On ~~January 4,~~July 21, 2022, we repurchased Corvette for $42.2 million, including fees, in cash and application of the deposit amount of $14.0 million, which had been retained by the buyer in connection with the Corvette Japanese Financing, towards the repurchase of the vessel. Corvette was subsequently refinanced under the 2022 Debt Facility.

Planned Repurchase of Concorde

On June 6, 2022, we gave 90 day notice to the owners of Concorde to repurchase the vessel on or about September 6, 2022. We expect that we will repurchase the vessel for $41.2 million, including fees, in cash and the application of the deposit amount of $14.0 million retained by the buyer in connection with the Concorde Japanese Financing. Concorde will also become part of the 2022 Debt Facility upon completion of the repurchase.

Table of Contents

2022 Debt Facility

The following financial covenants are the most restrictive from the 2022 Debt Facility with which the Company is required to comply, calculated on a consolidated basis, determined and defined according to the provisions of the loan agreement and its amendments:

●

The ratio of current assets and long-term restricted cash divided by current liabilities, excluding current portion of long-term debt, shall always be greater than 1.00;

●Maintain minimum shareholders’ equity at all times equal to the aggregate of $400 million;

●The ratio of consolidated net debt to consolidated total capitalization shall not exceed 0.60 to 1.00;

●

Fair market value of the mortgaged ships plus any additional security over the outstanding loan balance shall not be less than 145%; and

●

Minimum liquidity covenant of the greater of (i) $27.5 million and (ii) 5% of consolidated interest-bearing debt.

The margin can be decreased by five basis points if the leverage ratio (which is based on our aggregate market value ratio for vessels secured under the 2022 Debt Facility) is less than 35% or increased by five basis points if it is greater than or equal to 45%. We have the potential to receive a five basis point increase or reduction in the margin applicable to the 2022 Debt Facility for changes in our average efficiency ratio (which weighs carbon emissions for a voyage against the design deadweight of a vessel and the distance traveled on such voyage).

Dividend

On August 3, 2022, we announced that our Board of Directors declared aan irregular cash dividend of $1.00 per share of ~~the Company’s~~our common stock to all shareholders of record as of the close of business on ~~January 14,~~August 15, 2022, totaling $40.1 million. ~~We paid $39.9 million~~The dividend is payable on ~~January 25, 2022 and the remaining $0.2 million is deferred until certain shares of restricted stock vest. This was an irregular dividend.~~

~~On February~~or about September 2, 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common shares under the 2022 Common Share Repurchase Authority. Under the authorization, when in force, purchases may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods. The actual amount and timing of share repurchases are subject to capital availability, our determination that share repurchases are in the best interest of our shareholders, and market conditions. No repurchases have been made under the 2022 Common Share Repurchase Authority to date. We are not obligated to make any common share repurchases.

2022.

2021

Table of Contents

Our Fleet

The following table sets forth certain information regarding our fleet as of ~~January 31,~~July 29, 2022.

Capacity

ECO

Scrubber

Charter

Capacity

ECO

Scrubber

Charter

(Cbm)

Shipyard

Year Built

Vessel⁽¹⁾

Equipped

Employment

Expiration⁽²⁾

(Cbm)

Shipyard

Year Built

Vessel⁽¹⁾

Equipped

Employment

Expiration⁽²⁾

Dorian VLGCs

Captain John NP

82,000

Hyundai

2007

—

Pool⁽⁴⁾

—

82,000

Hyundai

2007

—

Pool⁽⁴⁾

—

Captain Nicholas ML

82,000

Hyundai

2008

—

Pool-TCO⁽⁵⁾

Q1 2022

Comet

84,000

Hyundai

2014

Pool⁽⁴⁾

—

84,000

Hyundai

2014

Pool⁽⁴⁾

—

Corsair⁽³⁾

84,000

Hyundai

2014

Time Charter⁽⁶⁾

Q4 2022

84,000

Hyundai

2014

Time Charter⁽⁶⁾

Q4 2022

Corvette⁽³⁾

84,000

Hyundai

2015

Pool⁽⁴⁾

—

Cougar

84,000

Hyundai

2015

—

Pool⁽⁴⁾

—

Corvette

84,000

Hyundai

2015

Pool⁽⁴⁾

—

Cougar⁽³⁾

84,000

Hyundai

2015

—

Pool⁽⁴⁾

—

Concorde⁽³⁾

84,000

Hyundai

2015

Time Charter⁽⁷⁾

Q1 2023

84,000

Hyundai

2015

Time Charter⁽⁷⁾

Q1 2023

Cobra

84,000

Hyundai

2015

—

Pool-TCO⁽⁵⁾

Q2 2022

84,000

Hyundai

2015

—

Pool⁽⁴⁾

—

Continental

84,000

Hyundai

2015

—

Pool⁽⁴⁾

—

84,000

Hyundai

2015

—

Pool⁽⁴⁾

—

Constitution

84,000

Hyundai

2015

Pool⁽⁴⁾

—

84,000

Hyundai

2015

Pool⁽⁴⁾

—

Commodore

84,000

Hyundai

2015

—

Pool-TCO⁽⁵⁾

Q1 2023

84,000

Hyundai

2015

—

Pool-TCO⁽⁵⁾

Q1 2023

Cresques⁽³⁾

84,000

Daewoo

2015

Pool⁽⁴⁾

—

84,000

Daewoo

2015

Pool⁽⁴⁾

—

Constellation

84,000

Hyundai

2015

Pool⁽⁴⁾

—

84,000

Hyundai

2015

Pool⁽⁴⁾

—

Cheyenne

84,000

Hyundai

2015

Pool⁽⁴⁾

—

84,000

Hyundai

2015

Pool-TCO⁽⁵⁾

Q2 2023

Clermont

84,000

Hyundai

2015

Pool⁽⁴⁾

—

84,000

Hyundai

2015

Pool-TCO⁽⁵⁾

Q1 2023

Cratis

84,000

Daewoo

2015

Pool⁽⁴⁾

—

Chaparral

84,000

Hyundai

2015

—

Pool⁽⁴⁾

—

Copernicus

84,000

Daewoo

2015

Pool⁽⁴⁾

—

Cratis⁽³⁾

84,000

Daewoo

2015

Pool⁽⁴⁾

—

Chaparral⁽³⁾

84,000

Hyundai

2015

—

Pool⁽⁴⁾

—

Copernicus⁽³⁾

84,000

Daewoo

2015

Pool⁽⁴⁾

—

Commander

84,000

Hyundai

2015

Pool⁽⁴⁾

—

84,000

Hyundai

2015

Pool⁽⁴⁾

—

Challenger

84,000

Hyundai

2015

—

Pool-TCO⁽⁵⁾

Q4 2022

84,000

Hyundai

2015

—

Pool-TCO⁽⁵⁾

Q4 2022

Caravelle

84,000

Hyundai

2016

—

Pool⁽⁴⁾

—

Caravelle⁽³⁾

84,000

Hyundai

2016

—

Pool⁽⁴⁾

—

Total

1,760,000

1,678,000

Time chartered-in VLGCs

Future Diamond⁽⁸⁾

80,876

Hyundai

2020

Pool⁽⁴⁾

—

80,876

Hyundai

2020

Pool⁽⁴⁾

—

Astomos Venus⁽⁹⁾

77,367

Mitsubishi

2016

—

Pool⁽⁴⁾

—

77,367

Mitsubishi

2016

—

Pool⁽⁴⁾

—

(1)	Represents vessels with very low revolutions per minute, long-stroke, electronically controlled engines, larger propellers, advanced hull design, and low friction paint.

(2)	Represents calendar year quarters.

(3)	Operated pursuant to a bareboat chartering ~~agreement.~~agreement as of July 29, 2022. See Note 87 to our unaudited interim condensed consolidated financial statements included herein.

(4)	“Pool” indicates that the vessel operates in the Helios Pool on a voyage charter with a third party and we receive a portion of the pool profits calculated according to a formula based on the vessel’s pro rata performance in the pool.

(5)	“Pool-TCO” indicates that the vessel is operated in the Helios Pool on a time charter out to a third party and we receive a portion of the pool profits calculated according to a formula based on the vessel’s pro rata performance in the pool.

(6)	Currently on a time charter with an oil major that began in November 2019.

(7)	Currently on time charter with a major oil company that began in March 2019.

(8)	Currently time chartered-in to our fleet with an expiration during the first calendar quarter of 2023.

(9)	Currently time chartered-in to our fleet with an expiration during the fourth calendar quarter of 2022.

2122

Table of Contents

Results of Operations – For the three months ended ~~December 31, 2021~~June 30, 2022 as compared to the three months ended ~~December 31, 2020~~June 30, 2021

Revenues

The following table compares our revenues for the three months ended ~~December 31:~~June 30:


					Increase /		Percent						Increase /		Percent
	2021		2020		(Decrease)		Change		2022		2021		(Decrease)		Change
Net pool revenues—related party	$	62,856,243	$	82,659,967	$	(19,803,724)	(24.0)	%	$	70,171,001	$	55,162,246	$	15,008,755	27.2	%
Time charter revenues		5,301,134		4,665,664		635,470	13.6	%		6,241,915		5,346,139		895,776	16.8	%
Other revenues, net		442,405		1,153,393		(710,988)	(61.6)	%		410,806		2,442,353		(2,031,547)	(83.2)	%
Total	$	68,599,782	$	88,479,024	$	(19,879,242)	(22.5)	%	$	76,823,722	$	62,950,738	$	13,872,984	22.0	%

Revenues, which represent net pool revenues—related party, time charters and other revenues, net, were ~~$68.6~~$76.8 million for the three months ended ~~December 31, 2021, a decrease~~June 30, 2022, an increase of ~~$19.9~~$13.8 million, or ~~22.5%~~22.0%, from ~~$88.5~~$63.0 million for the three months ended ~~December 31, 2020~~June 30, 2021 primarily due to ~~a decrease~~an increase in average TCE rates, despite ~~an increase~~a slight decrease in fleet utilization. Average TCE rates ~~decreased~~increased by ~~$8,790~~$8,037 from ~~$42,298~~$31,571 for the three months ended ~~December 31, 2020~~June 30, 2021 to ~~$33,508~~$39,608 for the three months ended ~~December 31, 2021,~~June 30, 2022, primarily due to higher spot rates despite higher bunker prices along with reduced spot rates. The average price of very low sulfur fuel oil (expressed as U.S. dollars per metric ton), from Singapore and Fujairah increased from $361 during the three months ended December 31, 2020 to $609 during the three months ended December 31, 2021.prices. The Baltic Exchange Liquid Petroleum Gas Index, an index published daily by the Baltic Exchange for the spot market rate for the benchmark Ras Tanura-Chiba route (expressed as U.S. dollars per metric ton), averaged ~~$59.252~~$76.175 during the three months ended ~~December 31, 2021~~June 30, 2022 compared to an average of ~~$75.797~~$52.790 for the three months ended ~~December 31, 2020. Our fleet utilization~~June 30, 2021. The average price of very low sulfur fuel oil (expressed as U.S. dollars per metric ton), from Singapore and Fujairah increased from ~~96.2%~~$508 during the three months ended ~~December 31, 2020~~June 30, 2021, to ~~98.5%~~$955 during the three months ended ~~December 31, 2021.~~June 30, 2022. Our fleet utilization decreased from 96.1% during the three months ended June 30, 2021 to 95.9% during the three months ended June 30, 2022.

Charter Hire Expenses

Charter hire expenses for the vessels chartered in from third parties were ~~$4.9~~$5.4 million and ~~$4.4~~$3.5 million for the three months ended ~~December 31,~~June 30, 2022 and 2021, ~~and 2020,~~ respectively. The increase of ~~$0.5~~$1.9 million, or ~~12.0%~~54.0%, was mainly caused by ~~a higher charter-in rate on~~an increase in the ~~vessel we took delivery~~number of ~~in October 2021 compared to the vessel that was~~ chartered-in ~~during~~days from 139 for the three months ended ~~December 31, 2020 and subsequently redelivered.~~June 30, 2021 to 182 for the three months ended June 30, 2022.

Vessel Operating Expenses

Vessel operating expenses were ~~$18.2~~$17.1 million during the three months ended ~~December 31, 2021,~~June 30, 2022, or ~~$9,423~~$9,378 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time-period for the technically-managed vessels that were in our fleet. ~~Vessel operating expenses~~The decrease of $3.2 million, or 15.8% from $20.3 million for the three months ended ~~December 31, 2020 were $19.2 million. The decrease of $1.0 million~~June 30, 2021 was due to a reduction of calendar days for our fleet from ~~2,024~~2,002 during the three months ended ~~December 31, 2020~~June 30, 2021 to ~~1,932~~1,820 during the three months ended ~~December 31, 2021,~~June 30, 2022, driven by the ~~sale~~sales of Captain Markos ~~NL.~~NL and Captain Nicholas ML prior to the three months ended June 30, 2022. ~~Vessel~~The decrease of $753 per vessel per calendar day, from $10,131 for the three months ended June 30, 2021 to $9,378 per vessel per calendar day for the three months ended June 30, 2022 was partly the result of a $0.9 million, or $426 per vessel per calendar day, decrease in non-capitalizable operating expenses related to the drydocking of vessels. Adjusting for the non-capitalizable drydocking costs, vessel operating expenses per vessel per calendar day ~~remained relatively constant, decreasing by $64 from $9,487 for~~decreased $326 during the three months ended ~~December 31, 2020.~~June 30, 2022, mainly due to lower crew wages and related costs.

General and Administrative Expenses

General and administrative expenses were ~~$5.9~~$9.4 million for the three months ended ~~December 31, 2021,~~June 30, 2022, an increase of ~~$0.4~~$1.4 million, or ~~5.7%~~17.1%, from ~~$5.5~~$8.0 million for the three months ended ~~December 31, 2020.~~June 30, 2021. This increase was driven by ~~increases~~an increase of ~~$0.4~~$1.6 million, representing the cash bonuses for the Company’s named executive officers that were approved by the Compensation Committee of the Board of Directors and expensed and paid during the three months ended June 30, 2022, whereas the cash bonuses for the named executive officers of the Company in ~~legal and professional fees and $0.1 million in stock-based compensation related to~~respect of the ~~accelerated vesting of restricted stock grants for certain employees in connection with the transfer of operations from our London office to our Copenhagen office.~~

fiscal year ended March

2223

Table of Contents

31, 2021 were approved by the Compensation Committee of the Board of Directors and expensed and paid during the three months ended September 30, 2021 and not during the three months ended June 30, 2021.

Interest and Finance Costs

Interest and finance costs amounted to ~~$7.4~~$8.0 million for the three months ended ~~December 31, 2021,~~June 30, 2022, an increase of ~~$1.3~~$2.4 million, or ~~21.8%~~40.9%, from ~~$6.1~~$5.6 million for the three months ended ~~December 31, 2020.~~June 30, 2021. The increase of ~~$1.3~~$2.4 million during this period was mainly due to increases of ~~$1.1 million in amortization of deferred financing fees and $0.2~~$2.0 million in interest incurred on our long-term debt and $0.3 million in loan expenses driven by an increase in interest rates and average indebtedness, excluding deferred financing fees, from $600.0 million for the three months ended June 30, 2021 to $687.9 million for the three months ended June 30, 2022. Average interest rates increased on our long-term debt from 3.7% to 4.1% due to rising LIBOR and SOFR on our floating-rate long-term debt. The increase in ~~amortization mainly resulted from accelerated amortization~~average indebtedness is due to the refinancings of ~~$1.0 million related to~~the VLGCs Constellation, Commander, Cratis, Copernicus, Chaparral and Caravelle during the year ended March 31, 2022, as well as the refinancing of the VLGC ~~Commander~~ ~~and~~ ~~Constellation~~Cougar during the three months ended ~~December 31, 2021. The increase in interest on our long-term debt was driven by the settlement of certain fixed interest rate obligations related to the prepayment of~~ ~~Captain John NP~~~~, partially offset by~~a reduction of average indebtedness and reduced floating interest rates. Average indebtedness, excluding deferred financing fees, decreased from $626.0 million for the three months ended December 31, 2020 to $576.0 million for the three months ended December 31, 2021.June 30, 2022. As of ~~December 31, 2021,~~June 30, 2022, the outstanding balance of our long-term debt, net of deferred financing fees of ~~$8.7~~$6.6 million, was ~~$576.3~~$657.0 million.

Unrealized Gain on Derivatives

Unrealized gain on derivatives amounted to ~~$3.1~~$2.5 million for the three months ended ~~December 31, 2021,~~June 30, 2022, compared to ~~$0.5~~$0.4 million for the three months ended ~~December 31, 2020.~~June 30, 2021. The favorable ~~$2.6~~$2.1 million difference is primarily attributable to ~~a $2.7 million~~an increase in favorable fair value changes to our interest rate swaps resulting from changes in forward LIBOR yield curves and certain of our swaps nearing maturity, partially offset by a decrease of $0.1 million in favorable changes to our FFA positions during the three months ended December 31, 2020 that did not recur in the current period.

~~Results of Operations – For the nine months ended December 31, 2021 as compared to the nine months ended December 31, 2020~~

~~Revenues~~

~~The following table compares our revenues for the nine months ended December 31:~~

Increase /

Percent


2021

2020

(Decrease)

Change

Net pool revenues—related party

$
174,739,894

$
199,312,944

$
(24,573,050)

(12.3)
%
Time charter revenues

15,915,876

13,928,732

1,987,144

14.3
%
Other revenues, net

3,981,608

3,112,949

868,659

27.9
%
Total

$
194,637,378

$
216,354,625

$
(21,717,247)

(10.0)
%

Revenues, which represent net pool revenues—related party, time charters and other revenues, net, were $194.6 million for the nine months ended December 31, 2021, a decrease of $21.8 million, or 10.0%, from $216.4 million for the nine months ended December 31, 2020 primarily due to a decrease in average TCE rates, partially offset by an increase in utilization. Average TCE rates decreased by $4,237 from $36,271 for the nine months ended December 31, 2020 to $32,034 for the nine months ended December 31, 2021. The reduction in TCE rates is attributable to higher bunker prices along with reduced spot rates. The average price of very low sulfur fuel oil (expressed as U.S. dollars per metric ton), from Singapore and Fujairah increased from $321 during the nine months ended December 31, 2020 to $552 during the nine months ended December 31, 2021. The Baltic Exchange Liquid Petroleum Gas Index, an index published daily by the Baltic Exchange for the spot market rate for the benchmark Ras Tanura-Chiba route (expressed as U.S. dollars per metric ton), averaged $51.201 during the nine months ended December 31, 2021 compared to an average of $56.189 for the nine months ended December 31, 2020. Our fleet utilization increased from 92.0% during the nine months ended December 31, 2020 to 96.8% during the nine months ended December 31, 2021.

~~Table of Contents~~

~~Charter Hire Expenses~~

Charter hire expenses for the vessels chartered in from third parties were $10.8 million and $13.6 million for the nine months ended December 31, ended 2021 and 2020, respectively. The decrease of $2.8 million, or 20.5%, was mainly caused by a decrease in time chartered-in days from 560 for the nine months ended December 31, 2020 to 399 for the nine months ended December 31, 2021, due to the redelivery of one time chartered in vessel during the period, partially offset by a slightly higher charter rate on the vessel chartered in during October 2021.

~~Vessel Operating Expenses~~

Vessel operating expenses were $56.9 million during the nine months ended December 31, 2021, or $9,590 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time-period for the technically-managed vessels that were in our fleet. Vessel operating expenses for the nine months ended December 31, 2020 were $58.0 million. The decrease of $1.1 million was due to a reduction of calendar days for our fleet from 6,050 during the nine months ended December 31, 2020 to 5,935 during the nine months ended December 31, 2021, driven by the sale of ~~Captain Markos NL.~~ ~~Vessel operating expenses per vessel per calendar day remained relatively constant, decreasing by $1 from $9,591 for the nine months ended December 31, 2020.~~

~~General and Administrative Expenses~~

General and administrative expenses were $23.3 million for the nine months ended December 31, 2021, an increase of $0.5 million, or 2.2%, from $22.8 million for the nine months ended December 31, 2020. This increase was driven by increases of $0.3 million in salaries, wages and benefits and $0.3 million in legal and professional fees.

~~Interest and Finance Costs~~

Interest and finance costs amounted to $18.6 million for the nine months ended December 31, 2021, a decrease of $3.2 million, or 14.7%, from $21.8 million for the nine months ended December 31, 2020. The decrease of $3.2 million during this period was due to (i) a decrease of $2.3 million in interest incurred on our long-term debt, primarily resulting from a reduction of average indebtedness and a reduced margin on the commercial tranche of the 2015 AR Facility due to our Security Leverage Ratio being less than 40%, partially offset by the settlement of certain fixed interest rate obligations related to the prepayment of ~~Captain John NP,~~ and (ii) a decrease of $0.9 million in amortization of deferred financing fees and loan expenses. Average indebtedness, excluding deferred financing fees, decreased from $640.6 million for the nine months ended December 31, 2020 to $587.7 million for the nine months ended December 31, 2021. As of December 31, 2021, the outstanding balance of our long-term debt, net of deferred financing fees of $8.7 million, was $576.3 million.

~~Unrealized Gain on Derivatives~~

Unrealized gain on derivatives amounted to $4.2 million for the nine months ended December 31, 2021, compared to $4.0 million for the nine months ended December 31, 2020. The favorable $0.2 million difference is primarily attributable a $2.8 million increase in favorable fair value changes to our interest rate swaps resulting from changes in forward LIBOR yield curves and the certain of our swaps nearing maturity, partially offset by a decrease of $2.6 million in favorable changes to our FFA positions during the nine months ended December 31, 2020 that did not recur in the current period.curves.

Realized Loss on Derivatives

Realized loss on derivatives ~~was $2.7~~amounted to $0.1 million for the ~~nine~~three months ended ~~December 31, 2021~~June 30, 2022, compared to ~~$3.7~~$0.9 million for the ~~nine~~three months ended ~~December 31, 2020.~~June 30, 2021. The favorable ~~$1.0 million change is primarily attributable to (1) unfavorable settlements of~~ $0.8 million ~~on our FFA positions during the nine months ended December 31, 2020 that did not recur~~difference is due to an increase in floating LIBOR resulting in the ~~nine months ended December 31, 2021, and (ii) a $0.2 million~~ reduction of realized losses on our interest rate swaps.

~~Table of Contents~~

~~Gain on Disposal of Vessel~~

~~Gain on disposal of vessel amounted to $3.5 million for the nine months ended December 31, 2021 and was attributable to the sale of~~ ~~Captain Markos NL~~~~. There was no gain on disposal of vessel for the nine months ended December 31, 2020.~~

Operating Statistics and Reconciliation of GAAP to non-GAAP Measures

To supplement our financial statements presented in accordance with U.S.GAAP, we present certain operating statistics and non-GAAP measures to assist in the evaluation of our business performance. These non-GAAP measures include Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and time charter equivalent rate. These non-GAAP measures may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for net income and revenues, which are the most directly comparable measures of performance prepared in accordance with GAAP.

We use these non-GAAP measures in assessing the performance of our ongoing operations and in planning and forecasting future periods. These adjusted measures provide a more comparable basis to analyze operating results and earnings and are measures commonly used by shareholders to measure our performance. We believe that these adjusted measures, when considered together with the corresponding U.S. GAAP measures and the reconciliations to those measures, provide meaningful supplemental information to assist investors and analysts in understanding our business results and assessing our prospects for future performance.

Three months ended

Nine months ended

(in U.S. dollars, except fleet data)

December 31, 2021

December 31, 2020

December 31, 2021

December 31, 2020

Financial Data

Adjusted EBITDA⁽¹⁾

$
39,370,204

$
60,131,348

$
107,067,810

$
123,540,888

Fleet Data

Calendar days⁽²⁾

1,932

2,024

5,935

6,050

Time chartered-in days⁽³⁾

169

184

399

560

Available days⁽⁴⁾

2,054

2,156

6,176

6,414

Operating days⁽⁵⁾⁽⁸⁾

2,024

2,074

5,976

5,898

Fleet utilization⁽⁶⁾⁽⁸⁾

98.5
%

96.2
%

96.8
%

92.0
%
Average Daily Results

Time charter equivalent rate⁽⁷⁾⁽⁸⁾

$
33,508

$
42,298

$
32,034

$
36,271

Daily vessel operating expenses⁽⁹⁾

$
9,423

$
9,487

$
9,590

$
9,591

Table of Contents



	Three months ended
(in U.S. dollars, except fleet data)	June 30, 2022			June 30, 2021
Financial Data
Adjusted EBITDA⁽¹⁾	$	46,871,074		$	29,778,905
Fleet Data
Calendar days⁽²⁾		1,820			2,002
Time chartered-in days⁽³⁾		182			139
Available days⁽⁴⁾		2,002			2,030
Operating days⁽⁵⁾⁽⁸⁾		1,920			1,951
Fleet utilization⁽⁶⁾⁽⁸⁾		95.9	%		96.1	%
Average Daily Results
Time charter equivalent rate⁽⁷⁾⁽⁸⁾	$	39,608		$	31,571
Daily vessel operating expenses⁽⁹⁾	$	9,378		$	10,131

(1)

Adjusted EBITDA is an unaudited non-U.S. GAAP measure and represents net income/(loss) before interest and finance costs, unrealized (gain)/loss on derivatives, realized (gain)/loss on interest rate swaps, stock-based compensation expense, impairment, and depreciation and amortization and is used as a supplemental measure by management to assess our financial and operating performance. We believe that adjusted EBITDA assists our management and investors by increasing the comparability of our performance from period to ~~period.~~period and management makes business and resource-allocation decisions based on such comparisons. This increased comparability is achieved by excluding the potentially disparate effects between periods of derivatives, interest and finance costs, stock-based compensation expense, impairment, and depreciation and amortization expense, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income/(loss) between periods. We believe that including adjusted EBITDA as a financial and operating measure benefits investors in selecting between investing in us and other investment alternatives.

Adjusted EBITDA has certain limitations in use and should not be considered an alternative to net income/(loss), operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income/(loss). Adjusted EBITDA as presented below may not be computed consistently with similarly titled measures of other companies and, therefore, might not be comparable with other companies.

~~Table of Contents~~

The following table sets forth a reconciliation of net income to Adjusted EBITDA (unaudited) for the periods presented:


	Three months ended				Nine months ended
(in U.S. dollars)	December 31, 2021		December 31, 2020		December 31, 2021		December 31, 2020		June 30, 2022		June 30, 2021
Net income	$	16,580,885	$	35,825,264	$	36,551,788	$	48,531,219	$	24,847,720	$	5,869,100
Interest and finance costs		7,412,231		6,087,193		18,619,712		21,839,573		7,958,554		5,649,774
Unrealized gain on derivatives		(3,056,741)		(479,534)		(4,205,465)		(3,952,414)		(2,454,234)		(433,726)
Realized loss on interest rate swaps		895,782		914,910		2,714,337		2,908,245		50,384		903,718
Stock-based compensation expense		678,823		530,068		2,616,201		2,867,691		658,872		647,124
Depreciation and amortization		16,859,224		17,253,447		50,771,237		51,346,574		15,809,778		17,142,915
Adjusted EBITDA	$	39,370,204	$	60,131,348	$	107,067,810	$	123,540,888	$	46,871,074	$	29,778,905

(2)

We define calendar days as the total number of days in a period during which each vessel in our fleet was owned or operated pursuant to a bareboat charter. Calendar days are an indicator of the size of the fleet over a period and affect both the amount of revenues and the amount of expenses that are recorded during that period.

(3)

We define time chartered-in days as the aggregate number of days in a period during which we time chartered-in vessels from third parties. Time chartered-in days are an indicator of the size of the fleet over a period and affect both the amount of revenues and the amount of charter hire expenses that are recorded during that period.

(4)

We define available days as the sum of calendar days and time chartered-in days (collectively representing our commercially-managed vessels) less aggregate off hire days associated with scheduled maintenance, which include major repairs, drydockings, vessel upgrades or special or intermediate surveys. We use available days to measure the aggregate number of days in a period that our vessels should be capable of generating revenues.

(5)	We define operating days as available days less the aggregate number of days that the commercially-managed vessels in our fleet are off‑hire for any reason other than scheduled maintenance (e.g., repositioning following drydocking, commercial

Table of Contents

waiting, etc.). We use operating days to measure the number of days in a period that our operating vessels are on hire (refer to 8 below).

(6)

We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during that period. An increase in non-scheduled off-hire days would reduce our operating days, and, therefore, our fleet utilization. We use fleet utilization to measure our ability to efficiently find suitable employment for our vessels.

(7)

Time charter equivalent rate, or TCE rate, is a non-U.S. GAAP measure of the average daily revenue performance of a vessel. TCE rate is a shipping industry performance measure used primarily to compare period‑to‑period changes in a shipping company’s performance despite changes in the mix of charter types (such as time charters, voyage charters) under which the vessels may be employed between the ~~periods.~~periods and is a factor in management’s business decisions. Our method of calculating TCE rate is to divide revenue net of voyage expenses by operating days for the relevant time period, which may not be calculated the same by other companies. Note that our calculation of TCE includes our portion of the net profit of the Helios Pool, which may also cause our calculation to differ from that of companies which do not account for pooling arrangements as we do.

~~Table of Contents~~

The following table sets forth a reconciliation of revenues to TCE rate (unaudited) for the periods presented:



(in U.S. dollars, except operating days)	Three months ended					Nine months ended			Three months ended
Numerator:	December 31, 2021		December 31, 2020		December 31, 2021		December 31, 2020		June 30, 2022		June 30, 2021
Revenues	$	68,599,782	$	88,479,024	$	194,637,378	$	216,354,625	$	76,823,722	$	62,950,738
Voyage expenses		(779,746)		(752,404)		(3,200,751)		(2,426,518)		(775,545)		(1,356,392)
Time charter equivalent	$	67,820,036	$	87,726,620	$	191,436,627	$	213,928,107	$	76,048,177	$	61,594,346

Pool adjustment*		—		4,103,829		(2,978)		5,688,941		(514,015)		(59,358)
Time charter equivalent excluding pool adjustment*	$	67,820,036	$	91,830,449	$	191,433,649	$	219,617,048	$	75,534,162	$	61,534,988

Denominator:
Operating days		2,024		2,074		5,976		5,898		1,920		1,951
TCE rate:
Time charter equivalent rate	$	33,508	$	42,298	$	32,034	$	36,271	$	39,608	$	31,571
TCE rate excluding pool adjustment*	$	33,508	$	44,277	$	32,034	$	37,236	$	39,341	$	31,540

* Adjusted for the effect of reallocations of pool profits in accordance with the pool participation agreements due to adjustments related to speed and consumption performance of the vessels operating in the Helios Pool.

(8)

We determine operating days for each vessel based on the underlying vessel employment, including our vessels in the Helios Pool, or the Company Methodology. If we were to calculate operating days for each vessel within the Helios Pool as a variable rate time charter, or the Alternate Methodology, our operating days and fleet utilization would be increased with a corresponding reduction to our TCE rate. Operating data using both methodologies is as follows:



	Three months ended						Nine months ended						Three months ended
Company Methodology:	December 31, 2021			December 31, 2020			December 31, 2021			December 31, 2020			June 30, 2022			June 30, 2021
Operating Days		2,024			2,074			5,976			5,898			1,920			1,951
Fleet Utilization		98.5	%		96.2	%		96.8	%		92.0	%		95.9	%		96.1	%
Time charter equivalent rate	$	33,508		$	42,298		$	32,034		$	36,271		$	39,608		$	31,571

Alternate Methodology:
Operating Days		2,054			2,156			6,173			6,414			1,988			2,030
Fleet Utilization		100.0	%		100.0	%		100.0	%		100.0	%		99.3	%		100.0	%
Time charter equivalent rate	$	33,019		$	40,690		$	31,012		$	33,353		$	38,254		$	30,342

We believe that the Company Methodology using the underlying vessel employment provides more meaningful insight into market conditions and the performance of our vessels.

(9)	Daily vessel operating expenses are calculated by dividing vessel operating expenses by calendar days for the relevant time period.

2726

Table of Contents

Liquidity and Capital Resources

Our business is capital intensive, and our future success depends on our ability to maintain a high-quality fleet. As of ~~December 31, 2021,~~June 30, 2022, we had cash and cash equivalents of ~~$115.8~~$155.5 million and non-current restricted cash of $0.1 million.

Our primary sources of capital during the ~~nine~~three months ended ~~December 31, 2021~~June 30, 2022 were ~~$88.8~~$34.1 million in cash generated from operations, ~~$43.3 million from proceeds net of commission of the sale of our 2006-built VLGC~~ ~~Captain Markos NL~~, and ~~$34.9~~$29.9 million in net proceeds from the refinancing of ~~Commander~~Cougar ~~and~~ ~~Constellation~~ ~~under the BALCAP Facility.~~. As of ~~December 31, 2021,~~June 30, 2022, the outstanding balance of our long-term debt, net of deferred financing fees of ~~$8.7~~$6.6 million, was ~~$576.3~~$657.0 million including ~~$69.5~~$51.9 million of principal on our long-term debt scheduled to be repaid within the next twelve ~~months including $17.8 million releated to the CNML Japanese Financing.~~months.

Operating expenses, including expenses to maintain the quality of our vessels in order to comply with international shipping standards and environmental laws and regulations, the funding of working capital requirements, long-term debt repayments, financing costs, commitments under the bareboat charter for a newbuilding dual-fuel VLGC, and drydocking on certain of our VLGCs represent our short-term, medium-term and long-term liquidity needs as of ~~December 31, 2021.~~June 30, 2022. We anticipate satisfying our liquidity needs for at least the next twelve months with cash on hand and cash from operations. We may also seek additional liquidity through alternative sources of debt financings and/or through equity financings by way of private or public offerings. However, if these sources are insufficient to satisfy our short-term liquidity needs, or to satisfy our future medium-term or long-term liquidity needs, we may need to seek alternative sources of financing and/or modifications of our existing credit facility and financing arrangements. There is no assurance that we will be able to obtain any such financing or modifications to our existing credit facility and financing arrangements on terms acceptable to us, or at all.

On August 5, 2019, our Board of Directors authorized the repurchase of up to $50 million of our common shares through the period ended December 31, 2020. On February 3, 2020, our Board of Directors authorized an increase to our 2019 Common Share Repurchase Authority to repurchase up to an additional $50 million of our common shares. On December 29, 2020, our Board of Directors authorized an extension of and an increase to the remaining authorization of $41.4 million under our 2019 Common Share Repurchase Authority, which was set to expire on December 31, 2020. Following this Board action, we were authorized to repurchase up to $50.0 million of our common shares from December 29, 2020 through December 31, 2021. As of December 31, 2021, our total purchases under this authority totaled 7.0 million of our common shares for an aggregate consideration of $81.0 million. Our 2019 Common Share Repurchase Authority expired on December 31, 2021. On February 2, 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common shares ~~under the 2022~~(the “2022 Common Share Repurchase ~~Authority, under which~~Authority”). Under these authorizations, when in force, purchases were and may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods. The actual amount and timing of share repurchases are subject to capital availability, our determination that share repurchases are in the best interest of our shareholders, and market conditions. As of June 30, 2022, our total purchases under the 2022 Common Share Repurchase Authority totaled 0.05 million shares for an aggregate consideration of $0.7 million. We are not obligated to make any common share repurchases.

On ~~July 30, 2021,~~May 4, 2022, we announced that our Board of Directors declared a cash dividend of ~~$1.00~~$2.50 per share of ~~the Company’s~~our common stock to all shareholders of record as of the close of business on ~~August 9, 2021,~~May 16, 2022, totaling ~~$40.4~~$100.3 million. We paid ~~$40.2~~$99.7 million on ~~September 8, 2021 and~~June 2, 2022 with the remaining ~~$0.2~~$0.6 million is deferred until certain shares of restricted stock vest.

On January 4, 2022, we announced that our Board of Directors declared a cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on January 14, 2022, totaling $40.1 million. We paid $39.9 million on January 25, 2022 and the remaining $0.2 million is deferred until certain shares of restricted stock vest.

~~These were~~This was an irregular ~~dividends.~~dividend. All declarations of dividends are subject to the determination and discretion of ~~the Company’s~~our Board of Directors based on its consideration of various factors, including ~~the Company’s~~our results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, its business prospects and other factors that ~~the Company’s~~our Board

~~Table of Contents~~

of Directors may deem relevant. Our dividend policy will also impact our future liquidity position. Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent by the payment of such a dividend.

On ~~August 25, 2021,~~June 15, 2022, we paid $0.2 million of dividends that were deferred until the vesting of certain restricted stock.

On May 19, 2022, we refinanced a 2015-built VLGC, Cougar, pursuant to a memorandum of agreement and a bareboat charter agreement. We received $50.0 million in cash as part of the transaction with $20.0 million to be retained by the buyer as a deposit, which can be used by us towards the repurchase of the vessel either pursuant to an early buyout option or at the end of the 10-year bareboat charter term. The refinancing proceeds of $50.0 million were used to prepay $20.0 million of the 2015 AR Facility’s then outstanding principal amount.

On June 6, 2022, we exercised our repurchase option under the ~~CMNL/CJNP Japanese Financing~~Concorde Japanese Financing by providing a three-month notice to the owners of ~~Captain John NP~~Concorde of our intent to repurchase the vessel for approximately ~~$15.8~~$41.2 million,

Table of Contents

including fees, in cash and ~~application of~~applied the deposit amount of ~~$25.2~~$14.0 million, which had been retained by the buyer in connection with the ~~CMNL/CJNP~~Concorde Japanese Financing towards the repurchase of the vessel. ~~The repurchase~~We expect to complete this transaction ~~was completed on November 30, 2021.~~in September 2022.

On ~~September 8, 2021,~~July 21, 2022, we ~~completed the sale of our 2006-built VLGC~~repurchased ~~Captain Markos NL~~Corvette ~~and received proceeds net of commission of $43.3 million.~~

~~On October 24, 2021, we exercised our repurchase option under the CNML Japanese Financing by providing a three-month notice to the owners of~~ ~~Captain Nicholas ML~~ ~~of our intent to repurchase the vessel~~ for ~~approximately $17.8~~$42.2 million in cash and application of the deposit amount of ~~$27.9~~$14.0 million, which had been retained by the buyer in connection with the ~~CNML~~Corvette Japanese Financing, towards the repurchase of the vessel. Corvette was subsequently refinanced under the 2022 Debt Facility.

On July 29, 2022, we entered into a $260 million debt financing facility (the “2022 Debt Facility”) with Crédit Agricole Corporate and Investment Bank (“CACIB”), ING Bank N.V. (“ING”), Skandinaviska Enskilda Banken AB (publ) (“SEB”), BNP Paribas (“BNP”), and Danish Ship Finance A/S (“DSF”) to refinance indebtedness under the 2015 AR Facility and the Concorde Japanese Financing (upon its repurchase in September 2022) and to releverage Corvette following the repurchase of that vessel from its owners on July 21, 2022. The ~~repurchase transaction was completed on January 26, 2022.~~2022 Debt Facility consists of (i) a term loan facility in an aggregate principal amount of $240 million and (ii) a revolving credit facility in an aggregate principal amount of up to $20 million. The term loan is for a period of seven (7) years with an interest rate of SOFR plus a margin of 2.20%.

As part of our growth strategy, we will continue to consider strategic opportunities, including the acquisition or charter-in of additional vessels. We may choose to pursue such opportunities through internal growth, joint ventures, business acquisitions, or other transactions. We expect to finance the purchase price of any future acquisitions either through internally generated funds, public or private debt financings, public or private issuances of additional equity securities or a combination of these forms of financing.

Cash Flows

The following table summarizes our cash and cash equivalents provided by/(used in) operating, financing and investing activities for the ~~nine~~three months ended ~~December 31:~~June 30:


	2021		2020		2022		2021
Net cash provided by operating activities	$	88,771,565	$	87,595,733	$	34,094,374	$	38,071,320
Net cash provided by investing activities		22,548,887		5,198,748
Net cash used in investing activities						(6,827,227)		(12,048,241)
Net cash used in financing activities		(80,040,983)		(46,741,990)		(108,259,342)		(27,087,746)
Net increase in cash, cash equivalents, and restricted cash	$	31,159,652	$	46,289,502
Net decrease in cash, cash equivalents, and restricted cash					$	(81,245,029)	$	(1,074,390)

Operating Cash Flows. Net cash provided by operating activities for the ~~nine~~three months ended ~~December 31, 2021~~June 30, 2022 was ~~$88.8~~$34.1 million, compared to ~~$87.6~~$38.1 million for the ~~nine~~three months ended ~~December 31, 2020.~~June 30, 2021. The ~~increase~~decrease in cash generated from operations of ~~$1.2~~$4.0 million is primarily related to changes in working capital, despite an increase in operating income. The unfavorable change in working capital was mainly from amounts due from the Helios Pool as distributions from the Helios Pool are impacted by the timing of the completion of voyages, spot market rates and bunker prices ~~partially offset by a reduction of operating income~~.

Net cash flow from operating activities depends upon our overall profitability, market rates for vessels employed on voyage charters and in the Helios Pool, charter rates agreed to for time charters, the timing and amount of payments for drydocking expenditures and unscheduled repairs and maintenance, fluctuations in working capital balances and bunker costs.

Investing Cash Flows. Net cash ~~provided by~~used in investing activities was ~~$22.5~~$6.8 million for the ~~nine~~three months ended ~~December 31, 2021~~June 30, 2022 compared with ~~$5.2~~$12.0 million for the ~~nine~~three months ended ~~December 31, 2020.~~June 30, 2021. For the ~~nine~~three months ended ~~December 31, 2021,~~June 30, 2022, net cash ~~provided by~~used in investing activities was comprised of ~~$43.3 million in proceeds, net of commission, on the sale of our 2006-built VLGC~~ ~~Captain Markos NL~~ ~~and $3.7 million in proceeds from the sale of investment securities, partially offset by $22.2~~$8.8 million of capital expenditure payments for vessels and vessels under construction, partially offset by $2.0 million in proceeds from the sale of investment securities. For the three months ended June 30, 2021, net cash used in investing activities was comprised of $9.8 million of payments for vessels under construction and vessel-related capital expenditures and $2.3 million in purchases of investment securities. For the December 31, 2020, net cash provided by investing activities was comprised of $15.0 million in proceeds from the maturity of U.S. treasury bills, partially offset by $9.3 million of vessel-related capital expenditures and $0.5 million in purchases of investment securities.

2928

Table of Contents

Financing Cash Flows. Net cash used in financing activities was ~~$80.0~~$108.3 million for the ~~nine~~three months ended ~~December 31, 2021,~~June 30, 2022, compared with ~~$46.7~~$27.1 million for the ~~nine~~three months ended ~~December 31, 2020.~~June 30, 2021. For the ~~nine~~three months ended ~~December 31, 2021,~~June 30, 2022, net cash used in financing activities primarily consisted of (i) dividend payments of $99.9 million; (ii) repayments of long-term debt of ~~$100.5~~$56.4 million, including the voluntary prepayment of a portion of the 2015 AR Facility ($25 million) and the prepayment of a portion of the 2015 AR Facility in relation to the refinancing of ~~two VLGCs~~Cougar ($~~47.1~~20.0 million) ~~and the repayment in full of the CMNL/CJNP Japanese Financing, a dividend payment of $40.2 million,~~; (iii) payments to repurchase common stock of ~~$21.3~~$1.0 million, and (iv) payments of financing costs totaling ~~$1.4 million,~~$1.0 million.

This is partially offset by proceeds of ~~$83.4~~$50.0 million from the ~~BALCAP Facility.~~refinancing of Cougar. For the ~~nine~~three months ended ~~December 31, 2020,~~June 30, 2021, net cash used in financing activities consisted of payments to repurchase common stock of $14.1 million and repayments of long-term debt of $86.5 million, payments of financing costs related to the Cresques Japanese Financing and the 2015 AR Facility of $4.0 million, and payments for treasury stock repurchases of $11.7 million, partially offset by $55.4 million in proceeds from long-term debt borrowings related to the Cresques Japanese Financing and the 2015 AR Facility.$13.0 million.

Capital Expenditures. LPG transportation is a capital‑intensive business, requiring significant investment to maintain an efficient fleet and to stay in regulatory compliance.

We are generally required to complete a special survey for a vessel once every five years. Drydocking of vessels occurs every five years unless an extension is granted by the classification society to seven and one-half years and the vessel is not older than 20 years of age. Intermediate surveys are performed every two and one-half years after the first special survey. Drydocking each vessel takes approximately 10 to 20 days. We spend significant amounts for scheduled drydocking (including the cost of classification society surveys) for each of our vessels.

As our vessels age and our fleet expands, our drydocking expenses will increase. We estimate the current cash outlay for a VLGC special survey to be approximately $1.0 million per vessel (excluding any capital improvements, such as scrubbers and ballast water management systems, to the vessel that may be made during such drydockings and the cost of an intermediate survey to be between $100,000 and $200,000 per vessel. Ongoing costs for compliance with environmental regulations are primarily included as part of our drydocking and classification society survey costs. ~~Further,~~In order to comply with IMO mandated reductions in ~~October 2016, the International Maritime Organization (the “IMO”) set~~sulfur emissions that came into effect January 1, 2020, ~~as the implementation date for~~we have installed scrubbers on twelve of our vessels and have one chartered-in scrubber-equipped vessel, which allows us to ~~comply with its low sulfur~~burn heavy fuel ~~oil requirement, which cuts sulfur levels from 3.5% to 0.5%. We may comply with this regulation by (i) consuming~~oil. Our other vessels currently consume compliant fuels on board (0.5% sulfur), which are readily available globally, ~~since our last quarterly filing,~~ but at a significantly higher ~~cost; (ii) continuing~~cost. Our newbuilding will have the capability to consume high-sulfur fuel oil by installing scrubbers for cleaning of the exhaust gases to levels at or below compliance with regulations (0.5% sulfur); or (iii) by retrofitting vessels to be powered by liquefied petroleum gas or LPG, which may be a viable option subject to the relative pricing of compliant low-sulfur fuel (0.5% sulfur) andburn LPG. Such costs of compliance with the IMO’s low sulfur fuel oil requirement are significant and could have an adverse effect on our operations and financial results. Currently, twelve of our technically-managed VLGCs are equipped with scrubbers. We have no contractual commitments related to additional scrubbers as of ~~December 31, 2021.~~June 30, 2022. Please see "Item 1A. Risk Factors—Risks Relating to Our Company—We may incur increasing costs for the drydocking, maintenance or replacement of our vessels as they age, and, as our vessels age, the risks associated with older vessels could adversely affect our ability to obtain profitable charters” in our Annual Report on Form 10-K for the year ended March 31, 2022.

On March 31, 2021, we entered into a thirteen-year bareboat charter agreement for a newbuilding dual-fuel VLGC that is expected to be delivered from Kawasaki Heavy Industries in March 2023. The structure of the financing of the newbuilding is analogous to that of our Japanese Financings in which a third-party will purchase the vessel and we will bareboat charter such vessel from the third party. As part of the agreement, we control the building of the vessel and the use of the vessel after it is delivered. The vessel will be built to our specifications; we will supervise the building of the vessel to meet these specifications; and we will technically and commercially manage the vessel after its delivery. Under the agreement, we had commitments of $24.0 million of predelivery costs as well as the cost of additional features to meet our specifications and supervision costs for an aggregate total of approximately $25.0 million. As of June 30, 2022, we had approximately $1.0 million of commitments under the agreement outstanding that we expect to settle during the year ending March 31, 2023. Construction of the vessel commenced in December 2021.

Debt Agreements

For information relating to our secured term loan facilities, refer to Note 910 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, ~~2021~~2022 and Note 87 to our unaudited interim condensed consolidated financial statements for ~~December 31, 2021~~June 30, 2022 included herein.

Table of Contents

Off-Balance Sheet Arrangements

We currently do not have any off‑balance sheet arrangements.

~~Table of Contents~~

Critical Accounting Policies and Estimates

The following is an update to the Critical Accounting Estimates set forth in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended March 31, ~~2021.~~2022.

Impairment of long-lived assets. We review our vessels for impairment when events or circumstances indicate the carrying amount of the asset may not be recoverable. In addition, we compare independent appraisals to our carrying value for indicators of impairment to our vessels. When such indicators are present, an asset is tested for recoverability by comparing the estimate of future undiscounted net operating cash flows expected to be generated by the use of the asset over its remaining useful life and its eventual disposition to its carrying amount. An impairment charge is recognized if the carrying value is in excess of the estimated future undiscounted net operating cash flows. The impairment loss is measured based on the excess of the carrying amount over the fair market value of the asset. The new lower cost basis would result in a lower annual depreciation than before the impairment.

Our estimates of fair market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind. Our estimates are based on information available from various industry sources, including:

●

reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;

●

news and industry reports of similar vessel sales;

●

approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated;

●

offers that we may have received from potential purchasers of our vessels; and

●

vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.

As we obtain information from various industry and other sources, our estimates of fair market value are inherently uncertain. In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future fair market value of our vessels or prices that we could achieve if we were to sell them.

As of ~~December 31, 2021,~~June 30, 2022, independent appraisals of our commercially and technically-managed VLGCs in our fleet had no indications of impairment on any of our VLGCs in accordance with ASC 360 Property, Plant, and Equipment. No impairment charges were recognized for ~~December 31, 2021.~~June 30, 2022.

Recent Accounting Pronouncements

Refer to Note 2 to our unaudited interim condensed consolidated financial statements included herein for a discussion of recent accounting pronouncements.

3130

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For additional discussion of our exposure to market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” included in our Annual Report on Form 10-K for the year ended March 31, ~~2021.~~2022.

Interest Rate Risk

The LPG shipping industry is capital intensive, requiring significant amounts of investment. Much of this investment is provided in the form of long-term debt. Our 2015 AR Facility agreement ~~contains~~and certain Japanese financings as described in footnote 7 contain interest rates that fluctuate with ~~LIBOR.~~LIBOR and SOFR. We have entered into interest rate swap agreements to hedge ~~a majority of our~~ exposure to fluctuations of interest rate risk associated with our 2015 Facility. We have hedged ~~$336.9~~$220.9 million of amortizing principal of the 2015 Facility as of ~~December 31, 2021~~June 30, 2022. One of our floating-rate long-term debt agreements contains interest rates that fluctuate with SOFR, while another fluctuates with LIBOR, and thus increasing interest rates could adversely impact our future earnings due to additional interest expense on our unhedged debt. For the 12 months following ~~December 31, 2021,~~June 30, 2022, a hypothetical increase or decrease of 20 basis points in the underlying LIBOR and SOFR rates would result in an increase or decrease of our interest expense on all of our non-hedged interest-bearing debt by ~~$0.2~~$0.1 million assuming all other variables are held constant.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of ~~December 31, 2021.~~June 30, 2022. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those internal control systems determined to be effective can provide only a level of reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three ~~and nine~~ months ended ~~December 31, 2021~~June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3231

Table of Contents

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we expect to be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. Such claims, even if lacking in merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any claim that is reasonably possible and should be disclosed or probable and for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements.

ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common shares. For risk factors that may cause actual results to differ materially from those anticipated, please refer to “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended March 31, ~~2021.~~2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The table below sets forth information regarding our purchases of our common shares during the quarterly period ended ~~December 31, 2021:~~June 30, 2022:

Total

Number of

Shares

Purchased as

Part of

Maximum Dollar

Part of

Maximum Dollar

Total

Publicly

Value of Shares

Total

Publicly

Value of Shares

Number

Average

Announced

that May Yet Be

Number

Average

Announced

that May Yet Be

of Shares

Price Paid

Plans or

Purchased Under the

of Shares

Price Paid

Plans or

Purchased Under the

Period

Purchased

Per Share

Programs

Plan or Programs

Purchased

Per Share

Programs

Plan or Programs

October 1 to 31, 2021

—

27,548,007

November 1 to 30, 2021

—

27,548,007

December 1 to 31, 2021

1,410

12.72

—

April 1 to 30, 2022

50,000

14.97

—

99,250,225

May 1 to 31, 2022

—

99,250,225

June 1 to 30, 2022

14,192

15.60

—

99,250,225

Total

1,410

12.72

—

64,192

15.29

—

99,250,225

Purchases of our common shares during the quarterly period ended ~~December 31, 2021~~June 30, 2022 represent share repurchases under our 2022 Common Share Repurchase Authority and common shares reacquired in satisfaction of tax withholding obligations upon vesting of employee restricted equity awards.

ITEM 6. EXHIBITS

See accompanying Exhibit Index for a list of exhibits filed or furnished with this report.

3332

Table of Contents

EXHIBIT INDEX


Exhibit Number		Description

10.1		Agreement, dated July 29, 2022, among Dorian LPF Finance LLC as borrower, the Company as facility guarantor, certain wholly-owned subsidiaries of the Company as upstream guarantors, Crédit Agricole Corporate and Investment Bank and ING Bank NV as bookrunners, structurers and mandated lead arrangers, Crédit Agricole Corporate and Investment Bank as agent, security trustee and sustainability coordinator, and BNP and DSF as lenders.

31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1†		Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2†		Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Schema Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Schema Definition Linkbase

101.LAB		Inline XBRL Taxonomy Extension Schema Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Schema Presentation Linkbase

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101)

†	This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

3433

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Dorian LPG Ltd.
	(Registrant)

Date: ~~February 2,~~August 3, 2022	/s/ John C. Hadjipateras
	John C. Hadjipateras
	President and Chief Executive Officer
	(Principal Executive Officer)


Date: ~~February 2,~~August 3, 2022	/s/ Theodore B. Young
	Theodore B. Young
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

3534


	December 31, 2021
Less than one year	$	405,030
Total	$	405,030